HARTFORD FINANCIAL SERVICES GROUP INC/DE
THE HARTFORD FINANCIAL SERVICES GROUP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>exh10_28.txt
<DESCRIPTION>THE HARTFORD FINANCIAL SERVICES GROUP
<TEXT>
                                                                  EXECUTION COPY

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                       THREE-YEAR COMPETITIVE ADVANCE AND
                       REVOLVING CREDIT FACILITY AGREEMENT





                          Dated as of December 31, 2002




                                      among




                  THE HARTFORD FINANCIAL SERVICES GROUP, INC.,

                              HARTFORD LIFE, INC.,

                            THE LENDERS NAMED HEREIN

                                       and

                               JPMORGAN CHASE BANK

                                       and

                                  CITIBANK, N.A
                           as Co-Administrative Agents

                                       and

                             BANK OF AMERICA, N.A.,
                      DEUTSCHE BANK AG, NEW YORK BRANCH and
                             UBS AG, STAMFORD BRANCH
                            as Co-Syndication Agents


                       ____________________________________

                           J.P. MORGAN SECURITIES INC.
                           SALOMON SMITH BARNEY INC.
                     as Co-Lead Arrangers and Co-Bookrunners


================================================================================
                                                                        6701-199


<PAGE>



                                TABLE OF CONTENTS


Article     Section                                                         Page
-------     -------                                                         ----

I           DEFINITIONS

            1.01. Defined Terms................................................1
            1.02. Terms Generally.............................................13

II          THE CREDITS

            2.01. Commitments.................................................13
            2.02. Loans.......................................................13
            2.03. Competitive Bid Procedure...................................14
            2.04. Standby Borrowing Procedure.................................16
            2.05. Conversion and Continuation of Standby Loans................17
            2.06. Fees........................................................17
            2.07. Repayment of Loans; Evidence of Debt........................18
            2.08. Interest on Loans...........................................18
            2.09. Default Interest............................................19
            2.10. Alternate Rate of Interest..................................19
            2.11. Termination and Reduction of Commitments....................19
            2.12. Prepayment..................................................20
            2.13. Reserve Requirements; Change in Circumstances...............20
            2.14. Change in Legality..........................................21
            2.15. Indemnity...................................................22
            2.16. Pro Rata Treatment..........................................22
            2.17. Sharing of Setoffs..........................................22
            2.18. Payments....................................................23
            2.19. Taxes.......................................................23
            2.20. Duty to Mitigate; Assignment of Commitments Under Certain
                    Circumstances.............................................25
            2.21. Increase in Total Commitment................................26

III         REPRESENTATIONS AND WARRANTIES

            3.01. Organization; Powers........................................27
            3.02. Authorization...............................................27
            3.03. Enforceability..............................................28
            3.04. Governmental Approvals......................................28
            3.05. Financial Statements........................................28
            3.06. Litigation; Compliance with Laws............................28
            3.07. Federal Reserve Regulations.................................28
            3.08. Investment Company Act; Public Utility Holding Company Act..29
            3.09. Use of Proceeds.............................................29
            3.10. Full Disclosure; No Material Misstatements..................29
            3.11. Taxes.......................................................29
            3.12. Employee Pension Benefit Plans..............................29


<PAGE>
                                                                  Contents, p. 2

IV          CONDITIONS OF LENDING

            4.01. All Borrowings..............................................29
            4.02. Effective Date..............................................30

V           COVENANTS

            5.01. Existence...................................................31
            5.02. Business and Properties.....................................31
            5.03. Financial Statements, Reports, etc..........................31
            5.04. Insurance...................................................32
            5.05. Obligations and Taxes.......................................32
            5.06. Litigation and Other Notices................................32
            5.07. Maintaining  Records;  Access to Properties and Inspections.33
            5.08. Employee Benefits...........................................33
            5.09. Use of Proceeds.............................................33
            5.10. Risk-Based Capital Ratio....................................33
            5.11. Consolidations, Mergers, and Sales of Assets................33
            5.12. Limitations on Liens........................................33
            5.13. Limitations on Sale and Leaseback Transactions..............35
            5.14. Consolidated Total Debt to Consolidated Total
                    Capitalization............................................35
            5.15. Limitations on Dividends and Advances by Subsidiaries.......35
            5.16. Minimum Consolidated Statutory Surplus and Statutory Surplus
                    and Asset Valuation Reserve...............................35

VI          EVENTS OF DEFAULT.................................................35

VII         THE ADMINISTRATIVE AGENT..........................................37

VIII        MISCELLANEOUS

            8.01. Notices.....................................................39
            8.02. Survival of Agreement.......................................40
            8.03. Binding Effect..............................................40
            8.04. Successors and Assigns......................................40
            8.05. Expenses; Indemnity.........................................42
            8.06. Applicable Law..............................................42
            8.07. Waivers; Amendment..........................................42
            8.08. Entire Agreement............................................43
            8.09. Severability................................................43
            8.10. Counterparts................................................43
            8.11. Headings....................................................43
            8.12. Right of Setoff.............................................43
            8.13. Jurisdiction; Consent to Service of Process.................44
            8.14. Waiver of Jury Trial........................................44
            8.15. Conversion of Currencies....................................44
            8.16. Confidentiality.............................................45


<PAGE>
                                                                  Contents, p. 3

                             EXHIBITS AND SCHEDULES

Exhibit A-1       Form of Competitive Bid Request
Exhibit A-2       Form of Notice of Competitive Bid Request
Exhibit A-3       Form of Competitive Bid
Exhibit A-4       Form of Competitive Bid Accept/Reject
Exhibit A-5       Form of Standby Borrowing Request
Exhibit B         Form of Assignment and Acceptance
Exhibit C         Form of Opinion of Counsel for The Hartford Financial Services
                  Group, Inc. and Hartford Life, Inc.

Schedule 1.01     Statutory Surplus Subsidiaries
Schedule 2.01     Commitments
Schedule 3.06     Litigation and Compliance with Laws


<PAGE>
                                    THREE-YEAR COMPETITIVE ADVANCE AND REVOLVING
                           CREDIT  FACILITY  AGREEMENT  (as it  may be  amended,
                           supplemented or otherwise modified,  the "Agreement")
                           dated as of December  31,  2002,  among THE  HARTFORD
                           FINANCIAL    SERVICES   GROUP,   INC.,   a   Delaware
                           corporation (the  "Company");  HARTFORD LIFE, INC., a
                           Delaware  corporation and a subsidiary of the Company
                           ("Hartford Life" and, together with the Company,  the
                           "Borrowers");  the lenders  listed in  Schedule  2.01
                           (together  with  their   permitted   assignees,   the
                           "Lenders");  and  JPMORGAN  CHASE BANK and  CITIBANK,
                           N.A., as co-administrative agents for the Lenders (in
                           such capacity,  the  "Co-Administrative  Agents",  it
                           being  agreed  that  all  references  herein  to  the
                           "Administrative   Agent"  shall  be   references   to
                           JPMorgan Chase Bank).


                  The  Lenders  have  been  requested  to  extend  credit to the
Borrowers  to enable them to borrow on a standby  revolving  credit basis on and
after  the  date  hereof  and at any time  and  from  time to time  prior to the
Maturity Date (such term and each other  capitalized term used but not otherwise
defined  herein  having the meaning  assigned  to it in Article I) an  aggregate
principal  amount not in excess of  $490,000,000  at any time  outstanding.  The
Lenders have also been  requested  to provide a procedure  pursuant to which the
Borrowers  may invite the Lenders to bid on an  uncommitted  basis on short-term
borrowings by the Borrowers.  The proceeds of such borrowings are to be used for
working capital and other general corporate purposes, including the repayment of
maturing commercial paper. The Lenders are willing to extend credit on the terms
and subject to the conditions herein set forth.

                  Accordingly, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01.  Defined Terms. As used in this  Agreement,  the
following terms shall have the meanings specified below:

                  "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

                  "ABR Loan" shall mean any ABR Standby Loan.

                  "ABR  Standby  Loan"  shall  mean  any  Standby  Loan  bearing
interest  at a rate  determined  by  reference  to the  Alternate  Base  Rate in
accordance with the provisions of Article II.

                  "Administrative  Fees" shall have the meaning assigned to such
term in Section 2.06(b).

                  "Administrative  Questionnaire"  shall mean an  Administrative
Questionnaire  in the form  distributed  to the  Lenders  by the  Administrative
Agent.

                  "Affiliate"  shall mean, when used with respect to a specified
person,  another person that directly or indirectly controls or is controlled by
or is under common control with the person specified.


<PAGE>
                                                                               2

                  "Agents" shall mean the  Co-Administrative  Agents,  including
JPMorgan Chase Bank as Administrative Agent.

                  "Agreement  Currency" shall have the meaning  assigned to such
term in Section 8.15(b).

                  "Alternate  Base  Rate"  shall  mean,  for any day, a rate per
annum  (rounded  upwards,  if  necessary,  to the next  1/16 of 1%) equal to the
greater  of (a) the Prime Rate in effect on such day and (b) the  Federal  Funds
Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime
Rate" shall mean the rate of interest per annum publicly  announced from time to
time by the  Administrative  Agent as its prime rate in effect at its  principal
office in New York City; each change in the Prime Rate shall be effective on the
date such change is publicly  announced as effective.  "Federal Funds  Effective
Rate" shall mean,  for any day, the  weighted  average of the rates on overnight
Federal funds  transactions  with members of the Federal Reserve System arranged
by Federal funds brokers, as released on the next succeeding Business Day by the
Federal  Reserve  Bank of New York,  or, if such rate is not so released for any
day which is a Business Day, the arithmetic average (rounded upwards to the next
1/100th of 1%), as determined by the Administrative Agent, of the quotations for
the day of such  transactions  received by the  Administrative  Agent from three
Federal funds brokers of recognized  standing  selected by it. If for any reason
the  Administrative  Agent shall have determined (which  determination  shall be
conclusive  absent  manifest  error) that it is unable to ascertain  the Federal
Funds  Effective Rate for any reason,  including the inability or failure of the
Administrative  Agent to obtain  sufficient  quotations in  accordance  with the
terms  thereof,  the Alternate  Base Rate shall be determined  without regard to
clause (b) of the first  sentence  of this  definition  until the  circumstances
giving rise to such inability no longer exist.  Any change in the Alternate Base
Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall
be  effective  on the  effective  date of such  change in the Prime  Rate or the
Federal Funds Effective Rate, respectively.

                  "Annual  Statement" shall mean, with respect to the Restricted
Subsidiaries,  the Annual Statement of such Restricted Subsidiary required to be
filed with the  Applicable  Insurance  Regulatory  Authority in accordance  with
state law, including any exhibits, schedules, certificates or actuarial opinions
filed or delivered therewith.

                  "Applicable  Insurance Regulatory  Authority" shall mean, with
respect  to any  Insurance  Subsidiary,  the  insurance  commission  or  similar
Governmental  Authority located in the state in which such Insurance  Subsidiary
is domiciled and any Federal insurance Governmental Authority.

                  "Applicable  Percentage"  shall  mean on any  date,  (a)  with
respect to the Facility Fee, the applicable percentage set forth below under the
caption  "Facility  Fee  Percentage"  based upon the  Ratings of the  Company in
effect on such date,  or (b) with respect to  Eurocurrency  Standby  Loans,  the
applicable  percentage set forth below under the caption "Eurocurrency Spread A"
based  upon the  Ratings  of the  applicable  Borrower  in effect on such  date;
provided,  that on any date on which the aggregate  outstanding principal amount
of the Loans shall be greater than 50% of the Total  Commitment (and for any day
after  the   termination  of  all  the  Commitments  on  which  Loans  shall  be
outstanding),  the Applicable  Percentage with respect to  Eurocurrency  Standby
Loans  shall be the  applicable  percentage  set forth  below  under the caption
"Eurocurrency  Spread B" based upon the  Ratings of the  applicable  Borrower in
effect on such date:

<PAGE>
                                                                               3


<TABLE>
<CAPTION>
                                        Eurocurrency              Eurocurrency              Facility Fee
                                        ------------              ------------              ------------
Category 1                                Spread A                  Spread B                 Percentage
----------                                --------                  --------                 ----------
<S>                                        <C>                        <C>                       <C>
Aa3 or higher by Moody's                   .170%                      .220%                     .080%
AA- or higher by S&P

Category 2
----------
A2 by Moody's                              .210%                      .310%                     .090%
A by S&P

Category 3
----------
A3 by Moody's                              .300%                      .400%                     .100%
A- by S&P

Category 4
----------
Baa1 by Moody's                            .500%                      .625%                     .125%
BBB+ by S&P

Category 5
----------
Baa2 or lower or unrated                   .700%                      .825%                     .175%
   by Moody's
BBB or lower or unrated
    by S&P
</TABLE>


                  For purposes of the  foregoing,  (i) if either  Moody's or S&P
shall not have in  effect a Rating  (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 in Category 5; (ii) if the Ratings
established  or deemed to have been  established  by Moody's  and S&P shall fall
within  different  Categories,  the Applicable  Percentage shall be based on the
lower of the two Ratings unless the Ratings differ by two or more Categories, in
which case the Applicable  Percentage  will be based upon the Category one level
above the Category  corresponding to the lower Rating;  and (iii) if the Ratings
established  or deemed  to have been  established  by  Moody's  and S&P 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
Percentage  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 Company 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  Percentage  shall  be  determined  by
reference  to the  Rating  most  recently  in  effect  prior to such  change  or
cessation.

                  "Assignment  and  Acceptance"  shall  mean an  assignment  and
acceptance entered into by a Lender and an assignee in the form of Exhibit B.

                  "Augmenting  Lender"  shall have the meaning  assigned to such
term in Section 2.21(a).


<PAGE>
                                                                               4

                  "Available  Commitment"  shall  mean,  as to any Lender at any
time,  an  amount  equal to such  Lender's  Commitment  at such  time  minus the
aggregate of all such Lender's Loans outstanding at such time.

                  "Board"  shall  mean the  Board of  Governors  of the  Federal
Reserve System of the United States.

                  "Board of  Directors"  shall mean the Board of  Directors of a
Borrower or any duly authorized committee thereof.

                  "Borrowing"  shall mean a group of Loans of a single Type made
by the Lenders  (or, in the case of a  Competitive  Borrowing,  by the Lender or
Lenders whose Competitive Bids have been accepted pursuant to Section 2.03) on a
single date and as to which a single Interest Period is in effect.

                  "Business Day" shall mean any day (other than a day which is a
Saturday,  Sunday or legal  holiday in the State of New York) on which banks are
open for  business  in New York  City;  provided,  however,  that,  when used in
connection with a Eurocurrency  Loan, the term "Business Day" shall also exclude
any day on which  banks are not open for  dealings in deposits in Dollars in the
London interbank market.

                  "Capitalized Lease-Back Obligation" shall mean with respect to
any property or asset, at any date as of which the same is to be determined, the
total net rental  obligations  of the Company or a  Subsidiary  under a lease of
such  property or asset,  entered  into as part of an  arrangement  to which the
provisions of Section 5.13 are  applicable  (or would have been  applicable  had
such  Subsidiary  been a  Subsidiary  at the time it entered  into such  lease),
discounted to the date of computation at the rate of interest per annum implicit
in the lease  (determined in accordance with GAAP). The amount of the net rental
obligation  for any calendar year under any lease shall be the sum of the rental
and other  payments  required  to be paid in such  calendar  year by the  lessee
thereunder,  not  including,  however,  any amounts  required to be paid by such
lessee  (whether or not therein  designated as rental or  additional  rental) on
account of maintenance and repairs, insurance,  taxes, assessments,  water rates
and similar charges.

                  A "Change in Control"  shall be deemed to have occurred if (a)
any person or group of persons shall have acquired beneficial  ownership of more
than 30% of the outstanding  Voting Shares of the Company (within the meaning of
Section 13(d) or 14(d) of the Securities  Exchange Act of 1934, as amended,  and
the applicable rules and regulations  thereunder) or (b) during any period of 12
consecutive months,  commencing after the Effective Date, individuals who on the
first day of such  period  were  directors  of the  Company  (together  with any
replacement or additional  directors who were nominated or elected by a majority
of  directors  then in office)  cease to  constitute  a majority of the Board of
Directors of the Company or (c) Hartford  Life shall cease to be a  wholly-owned
Subsidiary.

                  "Code"  shall mean the Internal  Revenue Code of 1986,  as the
same may be amended from time to time.

                  "Commitment"  shall mean,  with  respect to each  Lender,  the
commitment  of such  Lender  hereunder  as set forth as of the  Closing  Date in
Schedule 2.01 under the heading  "Commitment" or in an Assignment and Acceptance
delivered by such Lender under Section 8.04 as such Lender's  Commitment  may be
permanently  terminated or reduced from time to time pursuant to Section 2.11 or
pursuant to one or more  assignments  under Section 8.04. The Commitment of each
Lender shall automatically and permanently terminate on the Maturity Date if not
terminated earlier pursuant to the terms hereof.

                  "Commitment  Increase" shall have the meaning assigned to such
term in Section 2.21(b).

<PAGE>
                                                                               5

                  "Competitive  Bid"  shall  mean an offer by a Lender to make a
Competitive Loan pursuant to Section 2.03.

                  "Competitive   Bid   Accept/Reject   Letter"   shall   mean  a
notification  made by a  Borrower  pursuant  to  Section  2.03(d) in the form of
Exhibit A-4.

                  "Competitive  Bid Rate" shall mean, as to any Competitive Bid,
(i) in the case of a Eurocurrency  Loan,  the Margin,  and (ii) in the case of a
Fixed Rate Loan,  the fixed rate of interest  offered by the Lender  making such
Competitive Bid.

                  "Competitive  Bid Request"  shall mean a request made pursuant
to Section 2.03(a) in the form of Exhibit A-1.

                  "Competitive Borrowing" shall mean a Borrowing consisting of a
Competitive  Loan or  concurrent  Competitive  Loans  from the Lender or Lenders
whose  Competitive  Bids for such Borrowing have been accepted under the bidding
procedure described in Section 2.03.

                  "Competitive  Loan"  shall  mean a Loan made  pursuant  to the
bidding  procedure  described in Section 2.03. Each Competitive Loan shall be in
Dollars and shall be a Eurocurrency Competitive Loan or a Fixed Rate Loan.

                  "Competitive  Loan Exposure"  shall mean,  with respect to any
Lender at any time, the sum of the aggregate principal amount of all outstanding
Competitive Loans made by such Lender.

                  "Consolidated  Net  Worth"  shall  mean,  as at  any  date  of
determination,  the  consolidated  stockholders'  equity of the  Company and its
Subsidiaries,  as determined on a  consolidated  basis in accordance  with GAAP,
plus minority interests in Subsidiaries,  as determined in accordance with GAAP,
plus the Equity Unit Amount,  plus, but without  duplication,  Special Preferred
Securities;  provided  that  Consolidated  Net Worth shall not  include  Special
Preferred Securities to the extent that Special Preferred Securities are greater
than 15% of Consolidated Total Capitalization.

                  "Consolidated Net Tangible Assets" shall mean the total of all
assets  appearing  on a  consolidated  balance  sheet  of the  Company  and  its
Restricted Subsidiaries,  prepared in accordance with GAAP (and as of a date not
more than 90 days prior to the date as of which Consolidated Net Tangible Assets
are to be  determined),  less  the sum of the  following  items as shown on said
consolidated balance sheet:

                  (i) the  book  amount  of all  segregated  intangible  assets,
         including such items as good will, trademarks,  trademark rights, trade
         names,  trade  name  rights,  copyrights,  patents,  patent  rights and
         licenses and  unamortized  debt  discount and expense less  unamortized
         debt premium;

                  (ii) all depreciation, valuation and other reserves;

                  (iii) current liabilities;

                  (iv) any minority  interest in the shares of stock (other than
         Preferred Stock) and surplus of Restricted Subsidiaries of the Company;

                  (v)  the   investment  of  the  Company  and  its   Restricted
         Subsidiaries  in any Subsidiary of the Company that is not a Restricted
         Subsidiary;

                  (vi) the total  indebtedness of the Company and its Restricted
         Subsidiaries  incurred  in any manner to finance or recover the cost to
         the Company or any Restricted

<PAGE>
                                                                               6

         Subsidiary of any physical property,  real or personal,  which prior to
         or  simultaneously  with the creation of such  indebtedness  shall have
         been leased by the  Company or a  Restricted  Subsidiary  to the United
         States of America or a  department  or agency  thereof at an  aggregate
         rental,  payable  during that portion of the initial term of such lease
         (without  giving effect to any options of renewal or  extension)  which
         shall be unexpired  at the date of the  creation of such  indebtedness,
         sufficient  (taken together with any amounts required to be paid by the
         lessee to the lessor upon any termination of such lease) to pay in full
         at the stated  maturity  date or dates thereof the principal of and the
         interest on such indebtedness;

                  (vii) deferred income and deferred liabilities; and

                  (viii) other items deductible under GAAP.

                  "Consolidated  Statutory  Surplus" shall mean, with respect to
the  Insurance  Subsidiaries,  the amount or amounts set forth on line 32 of the
Liabilities,  Surplus  and  Other  Funds  Statement  in  the  applicable  Annual
Statement or Statements or the applicable Quarterly Statement or Statements most
recently  delivered  to the  Administrative  Agent and the  Lenders  pursuant to
Section 5.03 or, if such statement shall be modified, the equivalent item on any
applicable successor form (which amount shall be computed in a manner consistent
with that used in preparing  the  financial  statements as of and for the fiscal
year ended December 31, 2001, referred to in Section 3.05).

                  "Consolidated Total Capitalization" shall mean, as at any date
of determination, the sum of Consolidated Total Debt and Consolidated Net Worth.

                  "Consolidated  Total  Debt"  shall  mean,  as at any  date  of
determination,  without duplication, (i) all Indebtedness of the Company and its
Subsidiaries  determined on a consolidated basis in accordance with GAAP (but in
any  event  including  the  Total  Equity  Unit  Amount),  plus  (ii)  preferred
securities that are mandatorily  redeemable,  or redeemable at the option of the
holder,  within  10 years of such  date of  determination,  plus  (iii)  Special
Preferred  Securities to the extent that Special Preferred Securities exceed 15%
of Consolidated Total Capitalization, less (iv) the Equity Unit Amount.

                  "Default" shall mean any event or condition which upon notice,
lapse of time or both would constitute an Event of Default.

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

                  "Effective  Date" shall mean the date on which the  conditions
set forth in Section 4.02 are satisfied.

                  "Equity Unit Amount" shall mean 75% of the aggregate principal
amount of the notes included in any outstanding Equity Units.

                  "Equity Units" shall mean the 6,600,000 6% Equity Units issued
by the Company on September 13, 2002.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as the same may be amended from time to time.

<PAGE>
                                                                               7

                  "ERISA Affiliate" shall mean any trade or business (whether or
not  incorporated)  that,  together  with the  Company,  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"  shall  mean  (a) any  "reportable  event",  as
defined in Section  4043 of ERISA or the  regulations  issued  thereunder,  with
respect  to a Plan;  (b) the  adoption  of any  amendment  to a Plan that  would
require the provision of security pursuant to Section  401(a)(29) of the Code or
Section  307 of  ERISA;  (c)  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; (d) 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; (e) the incurrence of any
liability under Title IV of ERISA with respect to the termination of any Plan or
the  withdrawal  or  partial  withdrawal  of the  Company  or  any of its  ERISA
Affiliates from any Plan or  Multiemployer  Plan; (f) the receipt by the Company
or any  ERISA  Affiliate  from the PBGC or a plan  administrator  of any  notice
relating to the intention to terminate any Plan or Plans or to appoint a trustee
to administer any Plan; (g) the receipt by the Company or any ERISA Affiliate of
any notice that Withdrawal  Liability is being imposed 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; and (h) the occurrence of a "prohibited
transaction"  with respect to which the Company or any of its  Subsidiaries is a
"disqualified  person" (within the meaning of Section 4975) of the Code, or with
respect to which the Company or any such Subsidiary could otherwise be liable.

                  "Eurocurrency  Borrowing" shall mean a Borrowing  comprised of
Eurocurrency Loans.

                  "Eurocurrency  Competitive  Loan"  shall mean any  Competitive
Loan  bearing  interest at a rate  determined  by  reference to the LIBO Rate in
accordance with the provisions of Article II.

                  "Eurocurrency  Loan" shall mean any  Eurocurrency  Competitive
Loan or Eurocurrency Standby Loan.

                  "Eurocurrency  Standby  Loan"  shall  mean  any  Standby  Loan
bearing  interest  at a rate  determined  by  reference  to  the  LIBO  Rate  in
accordance with the provisions of Article II.

                  "Event of  Default"  shall have the  meaning  assigned to such
term in Article VI.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                  "Existing  Credit   Agreement"  shall  mean  the  Amended  and
Restated Credit Agreement dated as of February 9, 1998, among the Hartford Life,
certain lenders and Citibank, N.A., as swing line bank and administrative agent.

                  "Facility Fee" shall have the meaning assigned to such term in
Section 2.06(a).

                  "Fair Value",  when used with respect to property,  shall mean
the fair  value as  determined  in good faith by the Board of  Directors  of the
Company.

                  "Fees"  shall  mean the  Facility  Fee and the  Administrative
Fees.

                  "Financial  Officer" of any  corporation  shall mean the chief
financial  officer,  principal  accounting  officer,  treasurer,   associate  or
assistant treasurer or director of treasury services of such corporation.

<PAGE>
                                                                               8

                  "Fixed Rate  Borrowing"  shall mean a Borrowing  comprised  of
Fixed Rate Loans.


                  "Fixed  Rate Loan"  shall mean any  Competitive  Loan  bearing
interest at a fixed  percentage rate per annum (the "Fixed Rate")  (expressed in
the form of a decimal  to no more than four  decimal  places)  specified  by the
Lender making such Loan in its Competitive Bid.

                  "GAAP" shall mean generally accepted accounting  principles in
the United States, applied on a consistent basis.

                  "Governmental  Authority" shall mean any Federal, state, local
or  foreign  court  or  governmental  agency,   authority,   instrumentality  or
regulatory body.

                  "Hartford Life Statutory Surplus and Asset Valuation  Reserve"
shall mean, with respect to Hartford Life and its insurance  subsidiaries at any
time,  the sum of the  respective  amounts set forth on lines 24.1 and 38 of the
Liabilities,  Surplus and Other Funds  Statement in the Annual  Statement or the
Quarterly  Statement  of each of Hartford  Life and its  insurance  subsidiaries
(which  amount  shall be  computed  in a manner  consistent  with  that  used in
preparing the financial  statements as of and for the fiscal year ended December
31, 2001, referred to in Section 3.05).

                  "Increase  Effective Date" shall have the meaning  assigned to
such term in Section 2.21(b).

                  "Increasing  Lender"  shall have the meaning  assigned to such
term in Section 2.21(a).

                  "Incremental  Facility  Amount"  shall mean,  at any time,  an
amount equal to $125,000,000  minus the aggregate  amount,  if any, by which the
Total  Commitment  shall  have been  increased  prior to such time  pursuant  to
Section 2.21.

                  "Indebtedness"  of any  person  shall  mean  all  indebtedness
representing money borrowed,  all obligations of such person evidenced by notes,
bonds,  debentures or other similar instruments,  or the deferred purchase price
of  property  (other  than trade  accounts  payable)  or any  capitalized  lease
obligation, which in any case is created, assumed, incurred or guaranteed in any
manner by such  corporation  or for which such  corporation  is  responsible  or
liable (whether by agreement to purchase  indebtedness of, or to supply funds to
or invest in, others or otherwise).

                  "Information"  shall have the meaning assigned to such term in
Section 8.16.

                  "Initial  Loans" shall have the meaning  assigned to such term
in Section 2.21(b).

                  "Insurance  Subsidiaries"  shall mean those  Subsidiaries  set
forth on Schedule 1.01 hereto and any future Subsidiaries principally engaged in
one or more of the property, casualty and life insurance businesses.

                  "Interest  Payment  Date"  shall mean (a) with  respect to any
Loan,  the last day of each  Interest  Period  applicable  thereto  and (b) with
respect  to a  Eurocurrency  Loan with an  Interest  Period  of more than  three
months'  duration or a Fixed Rate Loan with an  Interest  Period of more than 90
days' duration,  each day that would have been an Interest Payment Date for such
Loan had  successive  Interest  Periods of three  months'  duration  or 90 days'
duration, as the case may be, been applicable to such Loan and, in addition, the
date of any  prepayment  of each Loan or  conversion of such Loan to a Loan of a
different Type.

<PAGE>
                                                                               9

                  "Interest  Period"  shall  mean  (a)  as to  any  Eurocurrency
Borrowing,  the period  commencing on the date of such  Borrowing or on the last
day of the immediately  preceding  Interest Period applicable to such Borrowing,
as the case may be,  and ending on the  numerically  corresponding  day (or,  if
there is no  numerically  corresponding  day,  on the last day) in the  calendar
month that is 1, 2, 3 or 6 months thereafter,  as the Borrower may elect; (b) as
to any ABR Borrowing,  the period commencing on the date of such Borrowing or on
the last day of the immediately  preceding  Interest  Period  applicable to such
Borrowing,  as the case  may be,  and  ending  on the  earliest  of (i) the next
succeeding  March 31, June 30,  September  30 or December  31, (ii) the Maturity
Date,  and  (iii) the date such  Borrowing  is  converted  to a  Borrowing  of a
different  Type  in  accordance  with  Section  2.05 or  repaid  or  prepaid  in
accordance  with  Section  2.07 or  Section  2.12;  and (c) as to any Fixed Rate
Borrowing, the period commencing on the date of such Borrowing and ending on the
date  specified  in the  Competitive  Bids in which the offers to make the Fixed
Rate Loans  comprising such Borrowing were extended,  which shall not be earlier
than seven days  after the date of such  Borrowing  or later than 360 days after
the date of such Borrowing; provided, however, that 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 Eurocurrency  Loans
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.
Interest shall accrue from and including the first day of an Interest  Period to
but excluding the last day of such Interest Period.

                  "Judgment  Currency"  shall have the meaning  assigned to such
term in Section 8.15(b).

                  "Lender  Affiliate" means, (a) with respect to any Lender, (i)
an  Affiliate  of such  Lender  or  (ii)  any  entity  (whether  a  corporation,
partnership,  trust or otherwise) that is engaged in making, purchasing, holding
or  otherwise  investing in bank loans and similar  extensions  of credit in the
ordinary course of its business and is administered or managed by a Lender or an
Affiliate of such Lender and (b) with respect to any Lender that is a fund which
invests  in bank loans and  similar  extensions  of credit,  any other fund that
invests in bank  loans and  similar  extensions  of credit and is managed by the
same  investment  advisor as such Lender or by an Affiliate  of such  investment
advisor.

                  "LIBO  Rate"  shall  mean,  with  respect to any  Eurocurrency
Borrowing for any Interest Period,  an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to the rate at which Dollar deposits
approximately  equal  in  principal  amount  to  (i) in the  case  of a  Standby
Borrowing that is a Eurocurrency  Borrowing,  the Administrative Agent's portion
of such Eurocurrency  Borrowing and (ii) in the case of a Competitive Borrowing,
a principal  amount that would have been the  Administrative  Agent's portion of
such  Competitive  Borrowing  had  such  Competitive  Borrowing  been a  Standby
Borrowing, and for a maturity comparable to such Interest Period, are offered to
the  principal  London  offices  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" shall mean, with respect to any property or asset,  any
mortgage,  deed of  trust,  lien,  pledge,  security  interest,  charge or other
encumbrance on, of or in such property or asset.

                  "Loan"  shall  mean a  Competitive  Loan  or a  Standby  Loan,
whether  made as a  Eurocurrency  Loan,  an ABR Loan or a Fixed  Rate  Loan,  as
permitted hereby.

                  "Loan  Documents" shall mean this Agreement and any promissory
notes issued pursuant to Section 8.04(i).

<PAGE>
                                                                              10

                  "Margin" shall mean, as to any Eurocurrency  Competitive Loan,
the margin (expressed as a percentage rate per annum in the form of a decimal to
no more than four  decimal  places) to be added to or  subtracted  from the LIBO
Rate in order to  determine  the  interest  rate  applicable  to such  Loan,  as
specified in the Competitive Bid relating to such Loan.

                  "Margin  Regulations" shall mean Regulations T, U and X of the
Board  as  from  time  to  time  in  effect,   and  all  official   rulings  and
interpretations thereunder or thereof.

                  "Margin  Stock"  shall have the meaning  given such term under
Regulation U of the Board.

                  "Material  Adverse  Effect"  shall mean a  materially  adverse
effect on the business, assets, operations or condition, financial or otherwise,
of the Company and its Subsidiaries taken as a whole.

                  "Maturity Date" shall mean December 31, 2005.

                  "Moody's" shall mean Moody's Investors Service, Inc. or any of
its successors.

                  "Multiemployer  Plan"  shall  mean  a  multiemployer  plan  as
defined  in  Section  4001(a)(3)  of ERISA to which  the  Company  or any  ERISA
Affiliate  (other  than one  considered  an ERISA  Affiliate  only  pursuant  to
subsection  (m) or (o) of Code Section 414) is making or accruing an  obligation
to make  contributions,  or has within any of the preceding five plan years made
or accrued an obligation to make contributions.

                  "NAIC"  shall  mean  the  National  Association  of  Insurance
Commissioners or any association or Governmental  Authority succeeding to any or
all of the functions of the National Association of Insurance Commissioners.

                  "Non-Increasing  Lender"  shall have the  meaning  assigned to
such term in Section 2.21(a).

                  "Notice of Competitive  Bid Request" shall mean a notification
made pursuant to Section 2.03(a) in the form of Exhibit A-2.

                  "PBGC"  shall mean the Pension  Benefit  Guaranty  Corporation
referred to and defined in ERISA.

                  "person" shall mean any natural person, corporation,  business
trust, joint venture,  association,  company,  partnership or government, or any
agency or political subdivision thereof.

                  "Plan"  shall mean 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 307 of ERISA,  and in respect of which either
Borrower  or any ERISA  Affiliate  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.

                  "Preferred Stock" shall mean any capital stock entitled by its
terms to a preference (a) as to dividends or (b) upon a distribution of assets.

                  "Pro Rata Percentage" of any Lender at any time shall mean the
percentage of the Total Commitment  represented by such Lender's Commitment.  If
the Commitments have terminated or expired,  the Pro Rata  Percentages  shall be
determined based upon the Commitments most recently in effect,  giving effect to
any assignments.

<PAGE>
                                                                              11

                  "Quarterly   Statement"   shall  mean,  with  respect  to  any
Restricted  Subsidiary,  the Quarterly  Statement of such Restricted  Subsidiary
required  to be filed with the  Applicable  Insurance  Regulatory  Authority  in
accordance with state law,  including any exhibits,  schedules,  certificates or
actuarial opinions filed or delivered therewith.

                  "Rating Agencies" shall mean Moody's and S&P.

                  "Ratings" of either  Borrower shall mean the ratings from time
to  time   established   by  the  Rating   Agencies   for   senior,   unsecured,
non-credit-enhanced long-term debt of such Borrower.

                  "Register"  shall have the meaning  given such term in Section
8.04(d).

                  "Reportable  Event" shall mean any reportable event as defined
in Section 4043 of ERISA or the regulations  issued thereunder with respect to a
Plan (other than a Plan  maintained by an ERISA  Affiliate that is considered an
ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

                  "Required  Lenders"  shall mean, at any time,  Lenders  having
Commitments  representing more than 50% of the Total Commitment or, for purposes
of  acceleration  pursuant  to  clause  (ii)  of  Article  VI or  following  the
termination of the Commitments, Lenders holding Loans representing more than 50%
of the aggregate principal amount of the Loans outstanding.

                  "Responsible  Officer"  of  any  corporation  shall  mean  any
executive officer or Financial Officer of such corporation and any other officer
or  similar  official  thereof   responsible  for  the   administration  of  the
obligations of such corporation in respect of this Agreement.

                  "Restricted  Subsidiary"  means (a) Hartford  Life and (b) any
other  Subsidiary  which is incorporated in any state of the United States or in
the District of Columbia and which is a regulated  insurance company principally
engaged in one or more of the property,  casualty and life insurance  businesses
and which has total assets  representing  10% or more of the total assets of the
Company and its consolidated  Subsidiaries (including such Subsidiary),  in each
case as set forth on the most  recent  fiscal  year-end  balance  sheets of such
Subsidiary and the Company and its consolidated Subsidiaries,  respectively, and
computed  in  accordance  with  GAAP.  Such  Subsidiary  must  be  designated  a
Restricted  Subsidiary  in a notice  delivered by the Company and certified by a
Responsible Officer to the Administrative Agent for distribution to the Lenders.
In the event that the  aggregate  total  assets of the  Restricted  Subsidiaries
represent less than 80% of the total assets of the Company and its  consolidated
Subsidiaries,  the  Board  of  Directors  of  the  Company,  as  evidenced  by a
resolution of such Board of Directors,  shall  promptly  designate an additional
Subsidiary or Subsidiaries as Restricted  Subsidiaries in order that, after such
designations,   the  aggregate  total  assets  of  the  Restricted  Subsidiaries
represent at least 80% of the total  assets of the Company and its  consolidated
Subsidiaries; provided that all Subsidiaries with total assets of 10% or more of
the  total  assets  of  the  Company  and  its  consolidated  Subsidiaries  have
previously been designated as Restricted Subsidiaries.

                  "Risk-Based Capital" shall mean, with respect to the Insurance
Subsidiaries  at any time,  the  Company  Action  Level  Risk-Based  Capital (as
defined by the NAIC at such time and as computed in accordance  with SAP) of the
Insurance  Subsidiaries  (determined and consolidated in accordance with SAP) at
such time.

                  "S&P"  shall mean  Standard  and Poor's  Ratings  Services,  a
division of The McGraw-Hill Companies, Inc. or any of its successors.

                  "SAP" shall mean,  with respect to any  Insurance  Subsidiary,
the  accounting  principles  and  procedures  prescribed  or  permitted  by  the
Applicable  Insurance  Regulatory  Authority  applied on a basis consistent with
those that are indicated in Section 1.02.

<PAGE>
                                                                              12

                  "SEC" shall mean the Securities and Exchange Commission or any
of its successors.

                  "Special Preferred Securities" shall mean preferred securities
that are mandatorily redeemable,  or redeemable at the option of the holder, not
sooner than ten years  after  issuance  and issued by the Company  and/or one or
more Subsidiaries of the Company.

                  "Standby  Borrowing"  shall  mean a  Borrowing  consisting  of
simultaneous Standby Loans from each of the Lenders.

                  "Standby Borrowing Request" shall mean a request made pursuant
to Section 2.04 in the form of Exhibit A-5.

                  "Standby  Credit  Exposure"  shall mean,  with  respect to any
Lender  at any  time,  the  aggregate  principal  amount  at  such  time  of all
outstanding Standby Loans of such Lender.

                  "Standby  Loans" shall mean the revolving  loans made pursuant
to  Section  2.04(a).  Each  Standby  Loan  shall be in  Dollars  and shall be a
Eurocurrency Standby Loan or an ABR Loan.

                  "Statement of Actuarial  Opinion" shall mean,  with respect to
the Restricted  Subsidiaries,  the Statement of Actuarial Opinion required to be
filed with the  Applicable  Insurance  Regulatory  Authority in accordance  with
state law or, if such Applicable  Insurance Regulatory Authority shall no longer
require such a statement, information equivalent to that required to be included
in the Statement of Actuarial  Opinion that was filed  immediately  prior to the
time such statement was no longer required.

                  "subsidiary"  shall  mean,  with  respect to any  person  (the
"parent"),  any  corporation,  association  or other  business  entity  of which
securities  or  other  ownership  interests  representing  more  than 50% of the
ordinary  voting power are, at the time as of which any  determination  is being
made,  owned or  controlled  by the  parent or one or more  subsidiaries  of the
parent or by the parent and one or more subsidiaries of the parent.

                  "Subsidiary" shall mean a subsidiary of the Company.

                  "Subsequent  Borrowings"  shall have the  meaning  assigned to
such term in Section 2.21(b).

                  "Total  Adjusted  Capital"  shall  mean,  with  respect to the
Insurance  Subsidiaries  at any time, the Total Adjusted  Capital (as defined by
the NAIC at such time and as determined and consolidated in accordance with SAP)
of the Insurance Subsidiaries (taken together) at such time.

                  "Total  Commitment"  shall mean,  at any time,  the  aggregate
amount of Commitments of all the Lenders, as in effect at such time.

                  "Total  Equity Unit Amount"  shall mean 100% of the  aggregate
principal amount of the notes included in any outstanding Equity Units.

                  "Transactions" shall have the meaning assigned to such term in
Section 3.02.

                  "Type",  when used in respect of any Loan or Borrowing,  shall
refer to the Rate by  reference  to which  interest on such Loan or on the Loans
comprising  such  Borrowing is  determined.  For purposes  hereof,  "Rate" shall
include the LIBO Rate, the Alternate Base Rate and the Fixed Rate.

<PAGE>
                                                                              13

                  "Voting  Shares"  shall  mean,  as to shares  of a  particular
corporation,  outstanding  shares  of  stock of any  class  of such  corporation
entitled to vote in the election of directors,  excluding  shares entitled so to
vote only upon the happening of some contingency.

                  "Withdrawal Liability" shall mean 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 VI of ERISA.

                  SECTION 1.02. Terms Generally. The definitions in Section 1.01
shall apply equally to both 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".
All references  herein to Articles,  Sections,  Exhibits and Schedules  shall be
deemed  references  to Articles and Sections of, and Exhibits and  Schedules to,
this Agreement unless the context shall otherwise  require.  Except as otherwise
expressly  provided herein, all terms of an accounting or financial nature shall
be  construed in  accordance  with GAAP or, to the extent such terms apply to an
Insurance  Subsidiary,  SAP,  in  each  case as in  effect  from  time to  time;
provided, however, that for purposes of determining compliance with any covenant
set forth in Article V, such terms shall be construed in accordance with GAAP or
SAP,  as  applicable,  as in  effect  on the  date  hereof  applied  on a  basis
consistent  with  the  application  used  in  preparing  the  Company's  audited
financial statements referred to in Section 3.05.


                                   ARTICLE II

                                   THE CREDITS

                  SECTION  2.01.  Commitments.  (a)  Subject  to the  terms  and
conditions and relying upon the representations and warranties herein set forth,
each Lender  agrees,  severally  and not jointly,  to make Standby  Loans to the
Borrowers, at any time and from time to time on and after the Effective Date and
until the earlier of the Maturity Date and the  termination of the Commitment of
such Lender.

                  (b) Notwithstanding anything to the contrary contained in this
Agreement,  in no event may Standby Loans be borrowed  under this Article II if,
after giving effect  thereto (and to any  concurrent  repayment or prepayment of
Loans),  (i) the sum of the aggregate Standby Credit Exposures and the aggregate
Competitive  Loan Exposures  would exceed the Total  Commitment  then in effect;
(ii) the Standby  Credit  Exposure  of any Lender  would  exceed  such  Lender's
Commitment;  or (iii) the portion of the aggregate  Standby Credit Exposures and
the aggregate Competitive Loan Exposures  attributable to borrowings by Hartford
Life would exceed $250,000,000.

                  Within the foregoing limits,  the Borrowers may borrow, pay or
prepay and reborrow Standby Loans hereunder, on and after the Effective Date and
prior to the Maturity Date, subject to the terms, conditions and limitations set
forth herein.

                  SECTION  2.02.  Loans.  (a) Each Standby Loan shall be made as
part of a Borrowing  consisting of Standby Loans made by the Lenders  ratably in
accordance with their respective Available Commitments;  provided, however, that
the failure of any Lender to make any Standby  Loan shall not in itself  relieve
any other  Lender of its  obligation  to lend  hereunder  (it being  understood,
however, that no Lender shall be responsible for the failure of any other Lender
to make any Loan  required to be made by such other  Lender).  Each  Competitive
Loan shall be made in accordance  with the procedures set forth in Section 2.03.
The  Loans  comprising  any  Borrowing  shall be (i) in the case of  Competitive
Loans,  in an  aggregate  principal  amount  which is an  integral  multiple  of
$1,000,000  and not less than  $5,000,000 and (ii) in the case of Standby Loans,
in an aggregate principal amount which is an integral multiple of $5,000,000 and

<PAGE>
                                                                              14

not  less  than  $20,000,000  (or an  aggregate  principal  amount  equal to the
remaining  balance  of  the  Available  Commitments).   All  Standby  Loans  and
Competitive  Loans made  pursuant  to this  Article II shall be  denominated  in
Dollars.

                  (b) Each Competitive  Borrowing shall be comprised entirely of
Eurocurrency  Competitive  Loans or Fixed Rate Loans, and each Standby Borrowing
shall be comprised  entirely of Eurocurrency  Standby Loans or ABR Loans, as the
Borrower  may request  pursuant to Section  2.03 or 2.04,  as  applicable.  Each
Lender may at its option make any  Eurocurrency  Loan by causing any domestic or
foreign branch,  agency or Affiliate of such Lender to make such Loan;  provided
that any exercise of such option shall not affect the obligation of the Borrower
to repay such Loan in accordance with the terms of this Agreement. Borrowings of
more than one Type may be  outstanding  at the same time.  For  purposes  of the
foregoing,  Loans having different Interest Periods,  regardless of whether they
commence on the same date, shall be considered separate Loans.

                  (c) Subject to Section 2.05,  each Lender shall make each Loan
to be made by it  hereunder on the  proposed  date  thereof by wire  transfer of
immediately  available funds to the Administrative  Agent in New York, New York,
not later than 12:00  noon,  New York City time,  and the  Administrative  Agent
shall by 2:00 p.m.,  New York City time,  credit the  amounts so received to the
account or accounts specified from time to time in one or more notices delivered
by the Company to the Administrative Agent or, if a Borrowing shall not occur on
such date because any condition  precedent  herein specified shall not have been
met, return the amounts so received to the respective Lenders. Competitive Loans
shall be made by the Lender or  Lenders  whose  Competitive  Bids  therefor  are
accepted  pursuant to Section  2.03 in the amounts so  accepted.  Standby  Loans
shall be made by the Lenders pro rata in accordance  with Section  2.16.  Unless
the  Administrative  Agent shall have received notice from a Lender prior to the
date (or, in the case of ABR Borrowings, on the date) of any Borrowing that such
Lender will not make available to the Administrative Agent such Lender's portion
of such Borrowing, the Administrative Agent may assume that such Lender has made
such portion available to the Administrative Agent on the date of such Borrowing
in  accordance  with this  paragraph  (c) and the  Administrative  Agent may, in
reliance  upon such  assumption,  make  available to the Borrower on such date a
corresponding  amount. If and to the extent that such Lender shall not have made
such portion available to the Administrative Agent, such Lender and the Borrower
severally  agree to repay to the  Administrative  Agent forthwith on demand such
corresponding  amount together with interest thereon, for each day from the date
such  amount is made  available  to the  Borrower  until the date such amount is
repaid  to the  Administrative  Agent  at (i) in the case of the  Borrower,  the
interest rate applicable at the time to the Loans  comprising such Borrowing and
(ii) in the case of such Lender, a rate determined by the  Administrative  Agent
to  represent  its cost of  overnight  funds.  If such Lender shall repay to the
Administrative  Agent such  corresponding  amount,  such amount shall constitute
such Lender's Loan as part of such Borrowing for purposes of this Agreement.

                  (d) Each Competitive Loan shall be a Eurocurrency  Competitive
Loan or a Fixed Rate Loan.  Each  Standby Loan shall be a  Eurocurrency  Standby
Loan or an ABR Standby Loan.

                  SECTION 2.03.  Competitive  Bid Procedure.  (a) Subject to the
terms  and  conditions  set  forth  herein,  from  time to time on or after  the
Effective Date and until the earlier of the Maturity Date and the termination of
the Commitments,  each Borrower 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  Standby  Credit  Exposures  plus the
aggregate  amount of the Competitive Loan Exposures at any time shall not exceed
the Total  Commitment and the portion of the aggregate  Standby Credit Exposures
and the  aggregate  Competitive  Loan  Exposures  attributable  to borrowings by
Hartford  Life shall not exceed  $250,000,000.  In order to request  Competitive
Bids, a Borrower (the  "Applicable  Borrower") shall hand deliver or telecopy to
the Administrative Agent a duly completed Competitive Bid

<PAGE>
                                                                              15

Request in the form of Exhibit A-1 hereto, to be received by the  Administrative
Agent (i) in the case of a Eurocurrency  Competitive  Loan, not later than 10:00
a.m.,  New York City time,  four  Business  Days  before a proposed  Competitive
Borrowing and (ii) in the case of a Fixed Rate  Borrowing,  not later than 10:00
a.m.,  New York City  time,  one  Business  Day  before a  proposed  Competitive
Borrowing. No ABR Loan shall be requested in, or made pursuant to, a Competitive
Bid Request.  A Competitive Bid Request that does not conform  substantially  to
the format of Exhibit  A-1 may be rejected in the  Administrative  Agent's  sole
discretion,  and the Administrative  Agent shall promptly notify the Borrower of
such  rejection by telecopy.  Each  Competitive  Bid Request shall refer to this
Agreement and specify (x) whether the Borrowing then being  requested is to be a
Eurocurrency Borrowing or a Fixed Rate Borrowing; (y) the date of such Borrowing
(which shall be a Business Day) and the aggregate principal amount thereof which
shall be in a minimum principal amount of $5,000,000 and in an integral multiple
of $1,000,000;  and (z) the Interest  Period with respect thereto (which may not
end after the Maturity  Date).  Promptly after its receipt of a Competitive  Bid
Request  that is not  rejected  as  aforesaid,  the  Administrative  Agent shall
telecopy to the Lenders a Notice of Competitive Bid Request inviting the Lenders
to bid,  on the terms and  conditions  of this  Agreement,  to make  Competitive
Loans.

                  (b) Each Lender  invited to bid may,  in its sole  discretion,
make one or more Competitive Bids to the Applicable  Borrower responsive to such
Borrower's  Competitive  Bid Request.  Each  Competitive Bid by a Lender must be
received by the  Administrative  Agent by  telecopy,  in the form of Exhibit A-3
hereto, (i) in the case of a Eurocurrency  Competitive Loan, not later than 9:30
a.m.,  New York City time,  three  Business  Days before a proposed  Competitive
Borrowing  and (ii) in the case of a Fixed Rate  Borrowing,  not later than 9:30
a.m.,  New York City time,  on the day of a proposed  Competitive  Borrowing.  A
Lender may submit multiple bids to the  Administrative  Agent.  Competitive Bids
that do not conform  substantially  to the format of Exhibit A-3 may be rejected
by the  Administrative  Agent,  and the  Administrative  Agent shall  notify the
Lender making such  nonconforming  bid of such rejection as soon as practicable.
Each Competitive Bid shall refer to this Agreement and specify (x) the principal
amount (which shall be in a minimum  principal  amount of  $5,000,000  and in an
integral  multiple of $1,000,000 and which may equal the entire principal amount
of the Competitive  Borrowing  requested) of the Competitive  Loan or Loans that
the Lender is willing to make;  (y) the  Competitive  Bid Rate or Rates at which
the  Lender is  prepared  to make the  Competitive  Loan or  Loans;  and (z) the
Interest  Period and the last day  thereof.  If any Lender  invited to bid shall
elect  not  to  make  a  Competitive  Bid,  such  Lender  shall  so  notify  the
Administrative  Agent by telecopy  (I) in the case of  Eurocurrency  Competitive
Loans,  not later than 9:30 a.m., New York City time, three Business Days before
a proposed  Competitive  Borrowing and (II) in the case of Fixed Rate Loans, not
later than 9:30 a.m.,  New York City time, on the day of a proposed  Competitive
Borrowing;  provided,  however,  that  failure by any Lender to give such notice
shall not cause such Lender to be obligated to make any Competitive Loan as part
of such Competitive  Borrowing. A Competitive Bid submitted by a Lender pursuant
to this paragraph (b) shall be irrevocable.

                  (c) The Administrative  Agent shall as promptly as practicable
notify  the  Borrower,  by  telecopy,  of all the  Competitive  Bids  made,  the
Competitive  Bid Rate  and the  principal  amount  of each  Competitive  Loan in
respect of which a Competitive  Bid was made and the identity of the Lender that
made each bid.  The  Administrative  Agent shall send a copy of all  Competitive
Bids to the Borrower for its records as soon as practicable  after completion of
the bidding process set forth in this Section 2.03.

                  (d) The  Borrower  may in its  sole and  absolute  discretion,
subject  only to the  provisions  of this  paragraph  (d),  accept or reject any
Competitive  Bid referred to in paragraph (c) above.  The Borrower  shall notify
the  Administrative  Agent by telephone,  confirmed by telecopy in the form of a
Competitive Bid Accept/Reject Letter,  whether and to what extent it has decided
to accept or reject any of or all the bids  referred to in  paragraph  (c) above
not more than one hour  after it shall  have been  notified  of such bids by the
Administrative Agent pursuant to such paragraph (c); provided, however, that (i)
the  failure  of the  Borrower  to give  such  notice  shall be  deemed  to be a
rejection of all the bids referred to in paragraph (c) above;  (ii) the Borrower
shall

<PAGE>
                                                                              16

not accept a bid made at a particular  Competitive Bid Rate if it has decided to
reject a bid made at a lower Competitive Bid Rate; (iii) the aggregate amount of
the  Competitive  Bids  accepted by the Borrower  shall not exceed the principal
amount  specified in the  Competitive  Bid Request;  (iv) if the Borrower  shall
accept a bid or bids made at a particular Competitive Bid Rate but the amount of
such bid or bids shall  cause the total  amount of bids to be accepted to exceed
the amount  specified in the  Competitive  Bid Request,  then the Borrower shall
accept a portion of such bid or bids in an amount equal to the amount  specified
in the  Competitive  Bid Request less the amount of all other  Competitive  Bids
accepted with respect to such Competitive Bid Request, which acceptance,  in the
case of multiple bids at such  Competitive  Bid Rate,  shall be made pro rata in
accordance  with the amount of each such bid at such  Competitive  Bid Rate; and
(v)  except  pursuant  to clause  (iv)  above,  no bid shall be  accepted  for a
Competitive Loan unless such  Competitive Loan is in a minimum  principal amount
of $5,000,000 and an integral multiple of $1,000,000; provided further, however,
that if a Competitive Loan must be in an amount less than $5,000,000  because of
the provisions of clause (iv) above,  such Competitive Loan may be for a minimum
of $1,000,000 or any integral multiple thereof,  and in calculating the pro rata
allocation  of  acceptances  of  portions  of  multiple  bids  at  a  particular
Competitive  Bid Rate  pursuant to clause  (iv) the amounts  shall be rounded to
integral multiples of $1,000,000 in a manner which shall be in the discretion of
the  Borrower.   A  notice  given  pursuant  to  this  paragraph  (d)  shall  be
irrevocable.

                  (e)  The  Administrative  Agent  shall  promptly  notify  each
bidding Lender whether or not its  Competitive Bid has been accepted (and if so,
in what  amount  and at  what  Competitive  Bid  Rate)  by  telecopy,  and  each
successful  bidder will thereupon become bound,  subject to the other applicable
conditions  hereof, to make the Competitive Loan in respect of which its bid has
been accepted.

                  (f) No  Competitive  Borrowing  shall  be  requested  or  made
hereunder  if after giving  effect  thereto any of the  conditions  set forth in
paragraph (b) of Section 2.01 would not be met.

                  (g) If the  Administrative  Agent  shall  elect  to  submit  a
Competitive  Bid in its capacity as a Lender,  it shall submit such bid directly
to the  Applicable  Borrower one quarter of an hour earlier than the latest time
at  which  the  other   Lenders  are  required  to  submit  their  bids  to  the
Administrative Agent pursuant to paragraph (b) above.

                  (h) All notices  required by this  Section 2.03 shall be given
in accordance with Section 8.01.

                  SECTION 2.04. Standby Borrowing Procedure. In order to request
a  Standby  Borrowing,  a  Borrower  shall  hand  deliver  or  telecopy  to  the
Administrative  Agent a duly completed  Standby Borrowing Request in the form of
Exhibit A-5 (a) in the case of a Eurocurrency Standby Loan, not later than 10:30
a.m., New York City time (or, if the Standby  Borrowing  request is delivered or
telecopied to the Administrative Agent in London, 9:30 a.m., London time), three
Business Days before such Borrowing and (b) in the case of an ABR Borrowing, not
later than 10:30  a.m.,  New York City time,  on the day of such  Borrowing.  No
Fixed Rate Loan  shall be  requested  or made  pursuant  to a Standby  Borrowing
Request.  Such notice  shall be  irrevocable  and shall in each case specify (i)
whether the Borrowing then being requested is to be a Eurocurrency  Standby Loan
or an ABR Borrowing;  (ii) the date of such Standby  Borrowing (which shall be a
Business  Day) and the amount  thereof;  and (iii) if such  Borrowing is to be a
Eurocurrency Standby Loan, the Interest Period with respect thereto, which shall
not end  after the  Maturity  Date.  If no  election  as to the Type of  Standby
Borrowing is specified in any such notice,  then the requested Standby Borrowing
shall  be  an  ABR  Borrowing.  If  no  Interest  Period  with  respect  to  any
Eurocurrency  Standby Loan is  specified  in any such notice,  then the Borrower
shall be deemed to have  selected  an Interest  Period of one month's  duration.
Notwithstanding  any other  provision  of this  Agreement  to the  contrary,  no
Standby Borrowing shall be requested if the Interest Period with respect thereto
would end after the

<PAGE>
                                                                              17

Maturity  Date.  The  Administrative  Agent  shall  promptly  advise each of the
Lenders of any notice given  pursuant to this Section 2.04 and of each  Lender's
portion of the requested Borrowing.

                  SECTION 2.05.  Conversion and  Continuation  of Standby Loans.
         Each Borrower  shall have the right at any time upon prior  irrevocable
         notice to the  Administrative  Agent (i) not later than 10:30 a.m., New
         York City time,  on the day of the  conversion,  to convert  all or any
         part of any Eurocurrency Standby Loan into an ABR Standby Loan and (ii)
         not later than 10:30  a.m.,  New York City time,  three  Business  Days
         prior to  conversion or  continuation,  to convert any ABR Standby Loan
         into a  Eurocurrency  Standby  Loan  or to  continue  any  Eurocurrency
         Standby Loan as a Eurocurrency  Standby Loan for an additional Interest
         Period, subject in each case to the following:

                  (a) if less than all the outstanding  principal  amount of any
         Standby  Borrowing  shall be  converted  or  continued,  the  aggregate
         principal amount of the Standby Borrowing  converted or continued shall
         be an integral multiple of $5,000,000 and not less than $20,000,000;

                  (b)  accrued  interest  on a  Standby  Borrowing  (or  portion
         thereof) being  converted  shall be paid by the Borrower at the time of
         conversion;

                  (c) if any  Eurocurrency  Standby  Loan is converted at a time
         other  than the end of the  Interest  Period  applicable  thereto,  the
         Borrower  shall  pay,  upon  demand,  any  amounts  due to the  Lenders
         pursuant to Section 2.15;

                  (d) any portion of a Standby Borrowing maturing or required to
         be repaid in less than one month may not be converted into or continued
         as a Eurocurrency Standby Loan;

                  (e) any portion of a Eurocurrency Standby Loan which cannot be
         continued as a Eurocurrency  Standby Loan by reason of clause (d) above
         shall be  automatically  converted at the end of the Interest Period in
         effect for such Eurocurrency Standby Loan into an ABR Borrowing;

                  (f) no Interest  Period may be selected  for any  Eurocurrency
         Standby Borrowing that would end later than the Maturity Date; and

                  (g)  at  any  time  when  there  shall  have  occurred  and be
         continuing  any  Default  or  Event of  Default,  no  Borrowing  may be
         converted into or continued as a Eurocurrency Standby Loan.

                  Each notice pursuant to this Section 2.05 shall be irrevocable
and shall refer to this Agreement and specify (i) the identity and amount of the
Standby  Borrowing  to be  converted  or  continued;  (ii)  whether such Standby
Borrowing is to be converted to or continued as a  Eurocurrency  Standby Loan or
an ABR Standby Loan;  (iii) if such notice  requests a  conversion,  the date of
such  conversion  (which  shall be a  Business  Day);  and (iv) if such  Standby
Borrowing is to be converted to or continued as a Eurocurrency Standby Loan, the
Interest Period with respect thereto.  If no Interest Period is specified in any
such notice with respect to any conversion to or  continuation as a Eurocurrency
Standby Loan, the Borrower  shall be deemed to have selected an Interest  Period
of one month's  duration.  If no notice shall have been given in accordance with
this  Section 2.05 to convert or continue  any Standby  Borrowing,  such Standby
Borrowing  shall, at the end of the Interest Period  applicable  thereto (unless
repaid  pursuant to the terms  hereof),  automatically  be continued  into a new
Interest Period as an ABR Standby Loan.

                  SECTION  2.06.  Fees.  (a) The  Company  agrees  to pay to the
Administrative  Agent  for the  account  of each  Lender  a  facility  fee  (the
"Facility  Fee"),  which shall accrue at the Applicable  Percentage from time to
time in effect on the daily amount of the Commitment of

<PAGE>
                                                                              18

such Lender  (whether  used or unused)  during the period from and including the
date  hereof to but  excluding  the date on which  such  Commitment  terminates;
provided  that,  if such Lender  continues to have any Standby  Credit  Exposure
after its Commitment terminates, then such Facility Fee shall continue to accrue
on the daily amount of such Lender's  Standby Credit Exposure from and including
the date on which its  Commitment  terminates to but excluding the date on which
such Lender ceases to have any Standby Credit  Exposure.  Accrued  Facility Fees
shall be  payable  in  arrears  on the last day of March,  June,  September  and
December of each year, commencing on the first such date to occur after the date
hereof,  and on the date on which the Commitments  shall have terminated and the
Lenders shall have no further Standby Credit Exposures.  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) The Company agrees to pay each Agent, for its own account,
the  administrative  and other fees separately agreed to by the Company and such
Agent (the "Administrative Fees").

                  (c) All Fees  shall be paid on the dates due,  in  immediately
available  funds,  to  the  Administrative  Agent  for  distribution,  if and as
appropriate,  among the Lenders,  except that the  Administrative  Fees shall be
paid  pursuant  to  paragraph  (b) above.  Once paid,  none of the Fees shall be
refundable under any circumstances.

                  SECTION 2.07.  Repayment of Loans;  Evidence of Debt. (a) Each
Borrower  hereby agrees that the outstanding  principal  balance of each Standby
Loan shall be payable on the Maturity  Date and that the  outstanding  principal
balance  of each  Competitive  Loan  shall  be  payable  on the  last day of the
Interest  Period  applicable  thereto.  Each Loan  shall  bear  interest  on the
outstanding principal balance thereof as set forth in Section 2.08.

                  (b) Each Lender shall  maintain in  accordance  with its usual
practice  an account or  accounts  evidencing  the  indebtedness  to such Lender
resulting  from each Loan made by such Lender from time to time,  including  the
amounts of principal  and interest  payable and paid to such Lender from time to
time under this Agreement.

                  (c) The  Administrative  Agent shall (i) maintain  accounts in
which it will record (A) the amount of each Loan made hereunder, the Borrower of
each  Loan,  the Type of each  Loan  made  and the  Interest  Period  applicable
thereto;  (B) the amount of any  principal  or  interest  due and  payable or to
become due and payable from each Borrower to each Lender hereunder;  and (C) the
amount of any sum  received  by the  Administrative  Agent  hereunder  from each
Borrower  and each  Lender's  share  thereof  and (ii)  provide a summary to the
Company in writing on a quarterly basis.

                  (d) The entries  made in the accounts  maintained  pursuant to
paragraphs  (b) and (c) of this Section 2.07 shall,  to the extent  permitted by
applicable  law, be prima facie  evidence  of the  existence  and amounts of the
obligations therein recorded;  provided, however, 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  obligations of the Borrowers to repay the Loans in
accordance with their terms.

                  SECTION 2.08. Interest on Loans. (a) Subject to the provisions
of Section 2.09, the Loans  comprising  each  Eurocurrency  Borrowing shall bear
interest (computed on the basis of the actual number of days elapsed over a year
of 360 days) at a rate per annum  equal to (i) in the case of each  Eurocurrency
Standby Loan, the LIBO Rate for the Interest Period in effect for such Borrowing
plus the Applicable  Percentage from time to time in effect and (ii) in the case
of each Eurocurrency  Competitive Loan, the LIBO Rate for the Interest Period in
effect for such Borrowing plus the Margin offered by the Lender making such Loan
and accepted by the Borrower pursuant to Section 2.03.

<PAGE>
                                                                              19

                  (b)  Subject  to the  provisions  of Section  2.09,  the Loans
comprising each ABR Borrowing shall bear interest  (computed on the basis of the
actual  number of days elapsed  over a year of 365 or 366 days,  as the case may
be, for periods  during which the Alternate Base Rate is determined by reference
to the Prime Rate and 360 days for other  periods)  at a rate per annum equal to
the Alternate Base Rate.

                  (c) Subject to the provisions of Section 2.09, each Fixed Rate
Loan  shall  bear  interest  at a rate per annum  (computed  on the basis of the
actual  number of days  elapsed over a year of 360 days) equal to the fixed rate
of interest  offered by the Lender making such Loan and accepted by the Borrower
pursuant to Section 2.03.

                  (d)  Interest  on each Loan shall be payable on each  Interest
Payment  Date  applicable  to such Loan  except as  otherwise  provided  in this
Agreement.  The  applicable  LIBO Rate or Alternate  Base Rate for each Interest
Period or day within an Interest Period, as the case may be, shall be determined
by the Administrative  Agent, and such determination  shall be conclusive absent
manifest error.

                  SECTION 2.09. Default Interest. If a Borrower shall default in
the payment of the  principal  of or  interest  on any Loan or any other  amount
becoming due  hereunder,  whether by scheduled  maturity,  notice of prepayment,
acceleration or otherwise,  such Borrower shall on demand from time to time from
the Administrative  Agent pay interest,  to the extent permitted by law, on such
defaulted  amount up to (but not including) the date of actual payment (after as
well as before  judgment)  at a rate per annum  (computed as provided in Section
2.08(b)) equal to the Alternate Base Rate plus 2%.

                  SECTION 2.10. Alternate Rate of Interest. In the event, and on
each occasion,  that on the day two Business Days prior to the  commencement  of
any Interest Period for a Eurocurrency Borrowing, the Administrative Agent shall
have  commercially  reasonably  determined  (i) that  deposits in the  principal
amounts of the  Eurocurrency  Loans  comprising such Borrowing are not generally
available in the London  market or (ii) that  reasonable  means do not exist for
ascertaining  the  LIBO  Rate,  the  Administrative  Agent  shall,  as  soon  as
practicable  thereafter,  give  telecopy  notice  of such  determination  to the
Company  and  applicable  Borrower  and the  Lenders.  In the  event of any such
determination  under clauses (i) or (ii) above, until the  Administrative  Agent
shall have  advised the Company and the Lenders  that the  circumstances  giving
rise to such  notice  no longer  exist,  (x) any  request  by a  Borrower  for a
Eurocurrency  Competitive Loan pursuant to Section 2.03 shall be of no force and
effect and shall be denied by the Administrative  Agent and (y) any request by a
Borrower for a  Eurocurrency  Standby Loan pursuant to Section  2.04(a) shall be
deemed to be a request for an ABR Borrowing.  In the event the Required  Lenders
notify the  Administrative  Agent that the rates at which  Dollar  deposits  are
being offered will not adequately and fairly reflect the cost to such Lenders of
making or maintaining Eurocurrency Loans in Dollars during such Interest Period,
the Administrative Agent shall notify the applicable Borrower of such notice and
until the Required Lenders shall have advised the Administrative  Agent that the
circumstances  giving rise to such notice no longer  exist,  any request by such
Borrower  for a  Eurocurrency  Standby Loan shall be deemed a request for an ABR
Borrowing.  Each  determination by the  Administrative  Agent hereunder shall be
made in good faith and shall be conclusive absent manifest error.

                  SECTION 2.11.  Termination and Reduction of  Commitments.  (a)
The  Commitments  shall  be  automatically  terminated  on  the  Maturity  Date;
provided,  however,  that if the  Effective  Date  does not  occur on or  before
January 6, 2003, the Commitments shall terminate on such date.

                  (b) Upon at  least  three  Business  Days'  prior  irrevocable
telecopy  notice to the  Administrative  Agent,  the  Company may at any time in
whole permanently  terminate,  or from time to time in part permanently  reduce,
the Total Commitment; provided, however, that each

<PAGE>
                                                                              20

partial  reduction of the Total Commitment  shall be in an integral  multiple of
$10,000,000 and in a minimum principal amount of $50,000,000.

                  (c) Each reduction in the Total Commitment  hereunder shall be
made ratably among the Lenders in accordance with their respective  Commitments.
The  Borrowers  shall pay to the  Administrative  Agent for the  account  of the
Lenders,  on the date of each reduction or termination of the Total  Commitment,
the Facility Fees on the amount of the  Commitments  terminated  accrued through
the date of such termination or reduction.

                  SECTION 2.12.  Prepayment.  (a) Each  Borrower  shall have the
right at any time and from  time to time to prepay  any  Standby  Borrowing,  in
whole or in part,  upon giving  telecopy  notice (or telephone  notice  promptly
confirmed by telecopy) to the  Administrative  Agent: (i) before 10:00 a.m., New
York  City  time,  three  Business  Days  prior  to  prepayment,  in the case of
Eurocurrency  Standby Loans and (ii) before 10:00 a.m.,  New York City time, one
Business Day prior to prepayment,  in the case of ABR Standby  Loans;  provided,
however,  that each  partial  prepayment  shall be in an amount which is, in the
case of any Standby Borrowing,  an integral multiple of $10,000,000 and not less
than  $50,000,000.  No  prepayment  may be made in  respect  of any  Competitive
Borrowing.

                  (b) On  the  date  of  any  termination  or  reduction  of the
Commitments  pursuant to Section 2.11, the Borrowers shall pay or prepay so much
of the Standby  Borrowings  as shall be  necessary  in order that the sum of the
Competitive  Loan  Exposures and Standby  Credit  Exposures  will not exceed the
Total Commitment, after giving effect to such termination or reduction.

                  (c) Each notice of  prepayment  shall  specify the  prepayment
date and the  principal  amount of each  Borrowing  (or  portion  thereof) to be
prepaid, shall be irrevocable and shall commit the applicable Borrower to prepay
such  Borrowing (or portion  thereof) by the amount  stated  therein on the date
stated  therein.  All  prepayments  under this  Section 2.12 shall be subject to
Section 2.15 but otherwise  without premium or penalty.  All  prepayments  under
this  Section 2.12 shall be  accompanied  by accrued  interest on the  principal
amount being prepaid to the date of payment.

                  SECTION 2.13. Reserve  Requirements;  Change in Circumstances.
(a)  Notwithstanding  any  other  provision  herein,  if after  the date of this
Agreement any change in applicable law or regulation or in the interpretation or
administration   thereof  by  any  Governmental   Authority   charged  with  the
interpretation  or  administration  thereof  (whether or not having the force of
law)  shall  result in the  imposition,  modification  or  applicability  of any
reserve, special deposit or similar requirement against assets of, deposits with
or for the account of or credit  extended by any Lender,  or shall result in the
imposition  on (i) any  Lender  or the  London  interbank  market  of any  other
condition affecting this Agreement;  (ii) such Lender's Commitment; or (iii) any
Eurocurrency Loan or Fixed Rate Loan made by such Lender,  and the result of any
of the  foregoing  shall be to  increase  the cost to such  Lender  of making or
maintaining any Eurocurrency  Loan or Fixed Rate Loan or to reduce the amount of
any sum received or receivable by such Lender  hereunder  (whether of principal,
interest  or  otherwise)  by an amount  reasonably  deemed by such  Lender to be
material,  then such additional amount or amounts as will compensate such Lender
for such  additional  costs or reduction  will be paid by the  Borrowers to such
Lender upon demand.  Notwithstanding the foregoing,  no Lender shall be entitled
to request  compensation  under this paragraph  with respect to any  Competitive
Loan if the change giving rise to such request was  applicable to such Lender at
the time of submission of the Competitive Bid pursuant to which such Competitive
Loan was made.

                  (b) If any Lender shall have  determined  that the adoption of
any law,  rule,  regulation or guideline  arising out of the July 1988 report of
the Basle Committee on Banking  Regulations and Supervisory  Practices  entitled
"International Convergence of Capital Measurement and Capital Standards", or the
adoption after the date hereof of any other law, rule,

<PAGE>
                                                                              21

regulation or guideline regarding capital adequacy,  or any change in any of the
foregoing or in the  interpretation or administration of any of the foregoing by
any Governmental  Authority,  central bank or comparable agency charged with the
interpretation  or administration  thereof,  or compliance by any Lender (or any
lending office of such Lender) or any Lender's  holding company with any request
or directive regarding capital adequacy (whether or not having the force of law)
of any such authority,  central bank or comparable agency, has or would have the
effect of  reducing  the rate of return on (i) such  Lender's  capital or on the
capital of such  Lender's  holding  company,  if any, as a  consequence  of this
Agreement; (ii) such Lender's Commitment; or (iii) the Loans made by such Lender
pursuant hereto to a level below that which such Lender or such Lender's holding
company could have achieved but for such adoption,  change or compliance (taking
into  consideration  such  Lender's  policies and the policies of such  Lender's
holding company with respect to capital adequacy) by an amount reasonably deemed
by such Lender to be material,  then from time to time such additional amount or
amounts as will  compensate  such Lender for such  reduction will be paid by the
Borrowers to such Lender.

                  (c) A certificate  of any Lender  setting forth such amount or
amounts as shall be necessary to compensate such Lender or its holding  company,
as applicable,  as specified in paragraph (a) or (b) above,  as the case may be,
shall be delivered to the Company and shall be conclusive absent manifest error.
The  Borrowers  shall  pay  such  Lender  the  amount  shown  as due on any such
certificate delivered by it within 10 days after its receipt of the same.

                  (d)  Failure on the part of any Lender to demand  compensation
for any  increased  costs or  reduction  in amounts  received or  receivable  or
reduction in return on capital with respect to any period shall not constitute a
waiver of such Lender's right to demand compensation with respect to such period
or any other  period;  provided,  however,  that no Lender  shall be entitled to
compensation  under  this  Section  2.13 for any costs  incurred  or  reductions
suffered with respect to any date unless it shall have notified the Company that
it will demand  compensation  for such costs or reductions  under  paragraph (c)
above not more  than 90 days  after the later of (i) such date and (ii) the date
on which it shall have become aware of such costs or reductions.  The protection
of this Section  shall be available  to each Lender  regardless  of any possible
contention of the invalidity or  inapplicability  of the law, rule,  regulation,
guideline  or other  change or  condition  which  shall  have  occurred  or been
imposed.

                  SECTION  2.14.  Change in Legality.  (a)  Notwithstanding  any
other  provision  herein,  if any  change  in any  law or  regulation  or in the
interpretation   thereof  by  any  Governmental   Authority   charged  with  the
administration or  interpretation  thereof shall make it unlawful for any Lender
to make or maintain any  Eurocurrency  Loan or to give effect to its obligations
as contemplated  hereby with respect to any Eurocurrency  Loan, then, by written
notice to the Company and to the Administrative Agent, such Lender may:

                  (i) declare that  Eurocurrency  Loans will not  thereafter  be
         made by such Lender hereunder, whereupon such Lender shall not submit a
         Competitive Bid in response to a request for a Eurocurrency Competitive
         Loan,  any request for a  Eurocurrency  Standby Loan shall,  as to such
         Lender  only,  be  deemed  a  request  for an  ABR  Loan,  unless  such
         declaration shall be subsequently withdrawn and

                  (ii)  require  that  all  outstanding  Eurocurrency  Loans  in
         Dollars made by it be  converted to ABR Loans,  in which event all such
         Eurocurrency  Loans in Dollars shall be automatically  converted to ABR
         Loans as of the effective  date of such notice as provided in paragraph
         (b) below.

In the event any Lender shall exercise its rights under subparagraph (i) or (ii)
above  with  respect  to  Eurocurrency  Loans  in  Dollars,   all  payments  and
prepayments  of principal  which would  otherwise have been applied to repay the
Eurocurrency  Loans that would  have been made by such  Lender or the  converted
Eurocurrency Loans, of such Lender shall instead be applied to repay the

<PAGE>
                                                                              22

ABR Loans made by such Lender in lieu of, or resulting  from the  conversion of,
such Eurocurrency Loans.

                  (b) For purposes of this Section  2.14, a notice by any Lender
shall be effective as to each  Eurocurrency  Loan, if lawful, on the last day of
the Interest Period currently applicable to such Eurocurrency Loan; in all other
cases such notice shall be effective on the date of receipt.

                  SECTION 2.15.  Indemnity.  The Borrowers  shall indemnify each
Lender against any  out-of-pocket  loss or expense which such Lender sustains or
incurs as a consequence of (a) any failure to borrow or to refinance, convert or
continue  any  Loan  hereunder  after  irrevocable  notice  of  such  borrowing,
refinancing, conversion or continuation has been given pursuant to Section 2.03,
2.04 or 2.05; (b) any payment,  prepayment or conversion, or assignment required
under Section 2.20, of a  Eurocurrency  Loan required by any other  provision of
this  Agreement or  otherwise  made or deemed made on a date other than the last
day of the  Interest  Period,  if any,  applicable  thereto;  (c) any default in
payment or prepayment of the principal amount of any Loan or any part thereof or
interest accrued thereon,  as and when due and payable (at the due date thereof,
whether by scheduled maturity, acceleration, irrevocable notice of prepayment or
otherwise);  or (d) the occurrence of any Event of Default,  including,  in each
such  case,  any loss or  reasonable  expense  sustained  or  incurred  or to be
sustained or incurred in  liquidating  or employing  deposits from third parties
acquired to effect or maintain  such Loan or any part thereof as a  Eurocurrency
Loan.  Such loss or  reasonable  expense  shall  include an amount  equal to the
excess,  if any, as  reasonably  determined  by such Lender,  of (i) its cost of
obtaining the funds for the Loan being paid, prepaid, refinanced or not borrowed
(assumed to be the LIBO Rate applicable thereto) for the period from the date of
such payment,  prepayment,  refinancing or failure to borrow or refinance to the
last day of the  Interest  Period for such Loan (or, in the case of a failure to
borrow or refinance the Interest Period for such Loan which would have commenced
on the date of such  failure)  over (ii) the amount of interest  (as  reasonably
determined by such Lender) that would be realized by such Lender in  reemploying
the funds so paid,  prepaid or not  borrowed  or  refinanced  for such period or
Interest  Period,  as the case may be. A certificate of any Lender setting forth
any amount or amounts which such Lender is entitled to receive  pursuant to this
Section  shall be delivered  to such  Borrower  and shall be  conclusive  absent
manifest error.

                  SECTION 2.16.  Pro Rata  Treatment.  Except as required  under
Sections  2.14 and 2.20,  each payment or prepayment of principal of any Standby
Borrowing,  each payment of interest on the Standby  Loans,  each payment of the
Facility  Fees,  each  reduction  of the  Commitments  and each  refinancing  or
conversion of any Standby  Borrowing with a Standby Borrowing of any Type, shall
be  allocated  pro rata among the Lenders in  accordance  with their  respective
Commitments (or, if such Commitments  shall have expired or been terminated,  in
accordance with the respective  principal amounts of their  outstanding  Standby
Loans).  Each  payment  of  principal  of any  Competitive  Borrowing  shall  be
allocated  pro  rata  among  the  Lenders  participating  in such  Borrowing  in
accordance  with  the  respective   principal   amounts  of  their   outstanding
Competitive  Loans  comprising such  Borrowing.  Each payment of interest on any
Competitive   Borrowing   shall  be   allocated   pro  rata  among  the  Lenders
participating  in such Borrowing in accordance  with the  respective  amounts of
accrued and unpaid interest on their  outstanding  Competitive  Loans comprising
such  Borrowing.  For purposes of determining  the Available  Commitments of the
Lenders at any time, each outstanding  Competitive  Borrowing shall be deemed to
have  utilized the  Commitments  of the Lenders  (including  those Lenders which
shall not have made  Loans as part of such  Competitive  Borrowing)  pro rata in
accordance  with  such  respective  Commitments.  Each  Lender  agrees  that  in
computing  such  Lender's  portion of any  Borrowing to be made  hereunder,  the
Administrative  Agent may, in its discretion,  round each Lender's percentage of
such Borrowing to the next higher or lower whole Dollar amount.

                  SECTION 2.17.  Sharing of Setoffs.  Each Lender agrees that if
it  shall,  through  the  exercise  of a  right  of  banker's  lien,  setoff  or
counterclaim,  or pursuant to a secured  claim under  Section 506 of Title 11 of
the United States Code or other security or interest arising from,

<PAGE>
                                                                              23

or in lieu of, such secured claim,  received by such Lender under any applicable
bankruptcy, insolvency or other similar law or otherwise, or by any other means,
obtain  payment  (voluntary  or  involuntary)  in respect of any Standby Loan or
Loans as a result of which the unpaid  principal  portion of its  Standby  Loans
shall be  proportionately  less than the unpaid principal portion of the Standby
Loans of any other Lender,  it shall be deemed  simultaneously to have purchased
from such  other  Lender at face  value,  and shall  promptly  pay to such other
Lender the  purchase  price for, a  participation  in the Standby  Loans of such
other Lender, so that the aggregate unpaid principal amount of the Standby Loans
and participations in the Standby Loans held by each Lender shall be in the same
proportion to the aggregate  unpaid  principal  amount of all Standby Loans then
outstanding as the principal  amount of its Standby Loans prior to such exercise
of banker's  lien,  setoff or  counterclaim  or other event was to the principal
amount of all Standby Loans outstanding prior to such exercise of banker's lien,
setoff or  counterclaim  or other event;  provided,  however,  that, if any such
purchase or purchases or adjustments shall be made pursuant to this Section 2.17
and the payment giving rise thereto shall thereafter be recovered, such purchase
or purchases or  adjustments  shall be rescinded to the extent of such  recovery
and the purchase price or prices or adjustment  restored without  interest.  Any
Lender  holding  a  participation  in a  Standby  Loan  deemed  to have  been so
purchased  may  exercise  any  and  all  rights  of  banker's  lien,  setoff  or
counterclaim  with  respect to any and all moneys owing to such Lender by reason
thereof as fully as if such Lender had made a Standby Loan in the amount of such
participation.

                  SECTION  2.18.  Payments.  (a) The  Borrowers  shall make each
payment  (including  principal of or interest on any  Borrowing  and any Fees or
other  amounts)  hereunder  from an account in the United  States not later than
12:00 noon,  local time at the place of payment,  on the date when due,  without
setoff or  counterclaim,  in immediately  available funds to the  Administrative
Agent at its offices at 270 Park Avenue,  New York, New York.  Each such payment
shall be made in Dollars.

                  (b) Whenever any payment  (including  principal of or interest
on any Borrowing or any Fees or other  amounts)  hereunder  shall become due, or
otherwise  would occur, on a day that is not a Business Day, such payment may be
made on the next  succeeding  Business Day, and such  extension of time shall in
such case be included in the computation of interest or Fees, if applicable.

                  SECTION 2.19.  Taxes.  (a) Any and all payments to the Lenders
hereunder  shall be made, in accordance with Section 2.18, free and clear of and
without  deduction  for any and all current or future  taxes,  levies,  imposts,
deductions,  charges or withholdings,  and all liabilities with respect thereto,
excluding (i) income taxes imposed on the income of the Administrative  Agent or
any Lender (or any  transferee or assignee  thereof,  including a  participation
holder (any such entity a "Transferee")) and (ii) franchise taxes imposed on the
income,  assets or net worth of the  Administrative  Agent,  or any  Lender  (or
Transferee),  in each  case by the  jurisdiction  under  the laws of  which  the
Administrative  Agent or such  Lender  (or  Transferee)  is  organized  or doing
business (other than as a result of entering into this Agreement, performing any
obligations hereunder,  receiving any payments hereunder or enforcing any rights
hereunder),  or any political  subdivision  thereof (all such nonexcluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities, collectively
or  individually,  "Taxes").  If either Borrower shall be required to deduct any
Taxes  from or in  respect of any sum  payable  hereunder  to any Lender (or any
Transferee) or the Administrative  Agent, (i) the sum payable shall be increased
by the amount  (an  "additional  amount")  necessary  so that  after  making all
required deductions  (including deductions applicable to additional sums payable
under this Section 2.19) such Lender (or Transferee) or the Administrative Agent
(as the case may be)  shall  receive  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.

<PAGE>
                                                                              24

                  (b) In  addition,  the  Borrowers  shall  pay to the  relevant
Governmental  Authority in accordance  with applicable law any current or future
stamp or  documentary  taxes or any other excise or property  taxes,  charges or
similar levies that arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement or any
other Loan Document ("Other Taxes").

                  (c) The Borrowers shall indemnify each Lender (or Transferee),
and the  Administrative  Agent for the full amount of Taxes and Other Taxes paid
by such Lender (or Transferee) or the Administrative  Agent, as the case may be,
and  any  liability  (including  penalties,  interest  and  expenses  (including
reasonable  attorneys'  fees and  expenses))  arising  therefrom or with respect
thereto,  whether or not such Taxes or Other  Taxes  were  correctly  or legally
asserted by the relevant Governmental  Authority. A certificate as to the amount
of such  payment  or  liability  prepared  by a Lender  (or  Transferee)  or the
Administrative  Agent on its  behalf,  absent  manifest  error,  shall be final,
conclusive  and binding for all  purposes.  Such  indemnification  shall be made
within 30 days after the date any Lender (or  Transferee) or the  Administrative
Agent, as the case may be, makes written demand  therefor,  which written demand
shall be made  within 60 days of the date such  Lender  (or  Transferee)  or the
Administrative  Agent receives written demand for payment of such Taxes or Other
Taxes from the relevant Governmental Authority.

                  (d) If a Lender (or  Transferee) or the  Administrative  Agent
shall  become  aware that it is entitled  to claim a refund from a  Governmental
Authority in respect of Taxes or Other Taxes as to which it has been indemnified
by the Borrowers,  or with respect to which the Borrowers  have paid  additional
amounts,  pursuant to this Section 2.19, it shall promptly  notify the Borrowers
of the availability of such refund claim and shall, within 30 days after receipt
of a request by the Borrowers,  make a claim to such Governmental  Authority for
such  refund at the  Borrowers'  expense.  If a Lender  (or  Transferee)  or the
Administrative Agent receives a refund (including pursuant to a claim for refund
made pursuant to the preceding  sentence) in respect of any Taxes or Other Taxes
as to which it has been  indemnified  by the  Borrowers or with respect to which
the Borrowers  have paid  additional  amounts  pursuant to this Section 2.19, it
shall  within 30 days from the date of such  receipt pay over such refund to the
Borrowers  (but only to the extent of indemnity  payments  made,  or  additional
amounts paid, by the Borrowers under this Section 2.19 with respect to the Taxes
or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of
such Lender (or  Transferee) or the  Administrative  Agent and without  interest
(other than interest paid by the relevant Governmental Authority with respect to
such refund);  provided,  however, that the Borrowers,  upon the request of such
Lender (or Transferee) or the  Administrative  Agent,  agree to repay the amount
paid over to the Borrowers (plus  penalties,  interest or other charges) to such
Lender (or Transferee) or the Administrative  Agent in the event such Lender (or
Transferee) or the Administrative Agent is required to repay such refund to such
Governmental Authority.

                  (e) As soon as  practicable  after the date of any  payment of
Taxes or Other Taxes by the  Borrowers to the relevant  Governmental  Authority,
the Borrowers will deliver to the Administrative  Agent, at its address referred
to in Section 8.01, the original or a certified copy of a receipt issued by such
Governmental Authority evidencing payment thereof.

                  (f) Without  prejudice to the survival of any other  agreement
contained herein, the agreements and obligations  contained in this Section 2.19
shall  survive the payment in full of the principal of and interest on all Loans
made hereunder.

                  (g) Each Lender (or  Transferee)  that is organized  under the
laws of a jurisdiction  other than the United  States,  any State thereof or the
District of Columbia (a "Non-U.S.  Lender") shall deliver to the Company and the
Administrative Agent two copies of either United States Internal Revenue Service
Form  W-8BEN or Form  W-8ECI,  or,  in the case of a  Non-U.S.  Lender  claiming
exemption from U.S.  Federal  withholding  tax under Section 871(h) or 881(c) of
the Code with respect to payments of "portfolio interest", a Form W-8BEN, or any
subsequent

<PAGE>
                                                                              25

versions thereof or successors thereto (and, if such Non-U.S.  Lender delivers a
Form W-8BEN, a certificate  representing that such Non-U.S. Lender is not a bank
for  purposes  of Section  881(c) of the Code,  is not a 10 percent  shareholder
(within the meaning of Section  871(h)(3)(B)  of the Code) of the Company and is
not a controlled foreign  corporation related to the Company (within the meaning
of Section 864(d)(4) of the Code)), properly completed and duly executed by such
Non-U.S.  Lender  claiming  complete  exemption  from,  or reduced rate of, U.S.
Federal  withholding tax on payments by the Company under this  Agreement.  Such
forms  shall be  delivered  by each  Non-U.S.  Lender on or  before  the date it
becomes a party to this  Agreement  (or, in the case of a  Transferee  that is a
participation  holder, on or before the date such participation holder becomes a
Transferee  hereunder)  and on or before the date, if any, such Non-U.S.  Lender
changes its applicable  lending office by designating a different lending office
(a "New Lending Office"). In addition,  each Non-U.S.  Lender shall deliver such
forms  promptly  upon the  obsolescence  or  invalidity  of any form  previously
delivered by such Non-U.S.  Lender.  Notwithstanding any other provision of this
Section  2.19(g),  a Non-U.S.  Lender  shall not be required to deliver any form
pursuant to this Section  2.19(g) that such Non-U.S.  Lender is not legally able
to deliver.

                  (h) The  Borrowers  shall not be  required  to  indemnify  any
Non-U.S.  Lender,  or to pay any additional  amounts to any Non-U.S.  Lender, in
respect of United States  Federal  withholding  tax pursuant to paragraph (a) or
(c) above to the extent that (i) the obligation to withhold amounts with respect
to United  States  Federal  withholding  tax  existed on the date such  Non-U.S.
Lender became a party to this Agreement (or, in the case of a Transferee that is
a  participation  holder,  on  the  date  such  participation  holder  became  a
Transferee  hereunder) or, with respect to payments to a New Lending Office, the
date such Non-U.S.  Lender  designated such New Lending Office with respect to a
Loan; provided,  however, that this clause (i) shall not apply to any Transferee
or New  Lending  Office that  becomes a  Transferee  or New Lending  Office as a
result of an  assignment,  participation,  transfer or  designation  made at the
request of the Company;  and  provided  further,  however,  that this clause (i)
shall not apply to the extent the indemnity  payment or  additional  amounts any
Transferee,  or Lender (or Transferee)  through a New Lending  Office,  would be
entitled  to  receive  (without  regard to this  clause  (i)) do not  exceed the
indemnity  payment or additional  amounts that the person making the assignment,
participation or transfer to such Transferee,  or Lender (or Transferee)  making
the designation of such New Lending Office,  would have been entitled to receive
in the absence of such  assignment,  participation,  transfer or  designation or
(ii) the obligation to pay such additional amounts would not have arisen but for
a failure by such Non-U.S. Lender to comply with the provisions of paragraph (g)
above.

                  (i) Any Lender (or Transferee)  claiming any indemnity payment
or additional amounts payable pursuant to this Section 2.19 shall use reasonable
efforts  (consistent  with  legal  and  regulatory  restrictions)  to  file  any
certificate  or document  reasonably  requested  in writing by the Company or to
change the jurisdiction of its applicable lending office if the making of such a
filing or change  would  avoid  the need for or  reduce  the  amount of any such
indemnity  payment or additional  amounts that may  thereafter  accrue and would
not,  in  the  determination  of  such  Lender  (or  Transferee),  be  otherwise
disadvantageous to such Lender (or Transferee).

                  (j) Nothing  contained in this Section 2.19 shall  require any
Lender (or Transferee) or the Administrative  Agent to make available any of its
tax  returns  (or any  other  information  that it deems to be  confidential  or
proprietary).

                  SECTION  2.20.  Duty to Mitigate;  Assignment  of  Commitments
Under  Certain  Circumstances.  (a) Any  Lender  (or  Transferee)  claiming  any
additional  amounts  payable  pursuant  to  Section  2.13  or  Section  2.19  or
exercising  its  rights  under  Section  2.14  shall  use   reasonable   efforts
(consistent  with legal and regulatory  restrictions) to file any certificate or
document  requested  by  the  Company  or to  change  the  jurisdiction  of  its
applicable  lending  office if the making of such a filing or change would avoid
the need for or reduce  the  amount  of any such  additional  amounts  which may
thereafter accrue or avoid the circumstances giving rise to

<PAGE>
                                                                              26

such  exercise  and  would  not,  in  the   determination  of  such  Lender  (or
Transferee), be otherwise disadvantageous to such Lender (or Transferee).

                  (b) In the event that any Lender shall have delivered a notice
or  certificate  pursuant  to  Section  2.13 or 2.14,  or the  Company  shall be
required to make  additional  payments to any Lender  under  Section  2.19,  the
Company shall have the right, at its own expense, upon notice to such Lender and
the Administrative  Agent, to require such Lender to transfer and assign without
recourse  (in  accordance  with and  subject to the  restrictions  contained  in
Section  8.04) all  interests,  rights and  obligations  contained  hereunder to
another financial institution which shall assume such obligations; provided that
(i) no such assignment  shall conflict with any law, rule or regulation or order
of any Governmental  Authority and (ii) the assignee or the Company, as the case
may be, shall pay to the affected  Lender in immediately  available funds on the
date of such  assignment  the  principal of and interest  accrued to the date of
payment on the Loans made by it hereunder and all other amounts  accrued for its
account or owed to it hereunder.

                  SECTION 2.21.  Increase in Total  Commitment.  (a) The Company
may from time to time,  by written  notice to the  Administrative  Agent  (which
shall deliver a copy thereof to each Lender),  request that the Total Commitment
be increased by an amount not to exceed the Incremental  Facility Amount at such
time.  Such notice shall set forth the amount of the  requested  increase in the
Total  Commitment  (which shall be an integral  multiple of $10,000,000) and the
date on which such increase is requested to become effective (which shall not be
less than 10 Business  Days or more than 60 days after the date of such notice),
and shall offer to each Lender the opportunity to increase its Commitment by its
Pro Rata  Percentage of the proposed  increased  amount.  Each Lender shall,  by
notice to the Company and the  Administrative  Agent given not more than 10 days
after  the date on which the  Administrative  Agent  shall  have  delivered  the
Company's notice, either agree to increase its Commitment by all or a portion of
the offered  amount (each Lender so agreeing  being an  "Increasing  Lender") or
decline to increase  its  Commitment  (and any Lender that does not deliver such
notice  within  such  period  of 10 days  shall be deemed  to have  declined  to
increase  its  Commitment)  (each  Lender so  declining  or being deemed to have
declined being a  "Non-Increasing  Lender").  In the event that, on the 10th day
after the  Administrative  Agent shall have delivered the Company's notice,  the
Lenders shall have agreed  pursuant to the preceding  sentence to increase their
Commitments  by an  aggregate  amount  less  than  the  increase  in  the  Total
Commitment  requested  by the  Company,  the Company may arrange for one or more
banks  or  other  financial  institutions  (any  such  bank or  other  financial
institution referred to in this clause (a) being called an "Augmenting Lender"),
which may include any Lender,  to extend  Commitments or increase their existing
Commitments in an aggregate  amount equal to the unsubscribed  amount;  provided
that each Augmenting Lender, if not already a Lender hereunder, shall be subject
to the approval of the Administrative  Agent and the Company and each Augmenting
Lender shall execute all such  documentation as the  Administrative  Agent shall
specify to evidence its Commitment and/or its status as a Lender hereunder.  Any
increase in the Total Commitment may be made in an amount which is less than the
increase  requested  by the Company if the Company is unable to arrange  for, or
chooses not to arrange for, Augmenting Lenders.

                  (b) On the effective date (the "Increase  Effective  Date") of
any  increase  in the  Total  Commitment  pursuant  to this  Section  2.21  (the
"Commitment Increase"),  (i) the aggregate principal amount of the Standby Loans
outstanding  (the  "Initial  Loans")  immediately  prior to giving effect to the
Commitment  Increase on the Increase  Effective Date shall be deemed to be paid;
(ii) each Increasing  Lender and each  Augmenting  Lender that shall have been a
Lender prior to the Commitment Increase shall pay to the Administrative Agent in
same day funds an amount equal to the difference  between (A) the product of (1)
such  Lender's  Pro Rata  Percentage  (calculated  after  giving  effect  to the
Commitment Increase)  multiplied by (2) the amount of the Subsequent  Borrowings
(as  hereinafter  defined)  and (B) the  product of (1) such  Lender's  Pro Rata
Percentage  (calculated  without  giving  effect  to  the  Commitment  Increase)
multiplied by (2) the amount of the Initial Loans;  (iii) each Augmenting Lender
that shall not have been a Lender prior to the Commitment  Increase shall pay to
the Administrative Agent in same day funds an amount

<PAGE>
                                                                              27

equal  to the  product  of (1) such  Augmenting  Lender's  Pro  Rata  Percentage
(calculated  after giving effect to the Commitment  Increase)  multiplied by (2)
the amount of the Subsequent  Borrowings;  (iv) after the  Administrative  Agent
receives the funds specified in clauses (ii) and (iii) above, the Administrative
Agent shall pay to each Non-Increasing  Lender the portion of such funds that is
equal to the  difference  between  (A) the  product  of (1) such  Non-Increasing
Lender's Pro Rata Percentage (calculated without giving effect to the Commitment
Increase)  multiplied by (2) the amount of the Initial Loans and (B) the product
of (1) such Non-Increasing Lender's Pro Rata Percentage (calculated after giving
effect  to  the  Commitment  Increase)  multiplied  by  (2)  the  amount  of the
Subsequent  Borrowings;  (v) after the effectiveness of the Commitment Increase,
the  Company  shall be  deemed  to have  made new  Borrowings  (the  "Subsequent
Borrowings") in an aggregate  principal amount equal to the aggregate  principal
amount  of the  Initial  Loans and of the  Types  and for the  Interest  Periods
specified in a borrowing request delivered in accordance with Section 2.04; (vi)
each  Non-Increasing  Lender,  each Increasing Lender and each Augmenting Lender
shall be deemed to hold its Pro Rata  Percentage  of each  Subsequent  Borrowing
(each calculated after giving effect to the Commitment Increase);  and (vii) the
Company shall pay each Increasing Lender and each Non-Increasing  Lender any and
all accrued but unpaid  interest on the Initial Loans.  The deemed payments made
pursuant  to clause  (i) above in  respect  of each  Eurocurrency  Loan shall be
subject to  indemnification by the Company pursuant to the provisions of Section
2.15 if the  Increase  Effective  Date occurs  other than on the last day of the
Interest Period relating thereto.

                  (c)  Notwithstanding  the foregoing,  no increase in the Total
Commitment  (or in the  Commitment  of any  Lender) or  addition of a new Lender
shall become  effective  under this  Section  2.21  unless,  (i) on the Increase
Effective  Date,  the  conditions set forth in paragraphs (b) and (c) of Section
4.01 shall be  satisfied  and the  Administrative  Agent  shall have  received a
certificate  to that effect dated such date and executed by a Financial  Officer
of the Company;  (ii) no reduction of the Total  Commitment  shall have occurred
prior to the Increase Effective Date; and (iii) the  Administrative  Agent shall
have  received  (with  sufficient  copies  for  each of the  Lenders)  documents
consistent  with those delivered on the Effective Date under clauses (a) and (b)
of Section 4.02 as to the corporate power and authority of the Company to borrow
hereunder after giving effect to such increase.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

                  Each Borrower  represents  and warrants to each of the Lenders
that:

                  SECTION 3.01. Organization;  Powers. Each Borrower and each of
the  Restricted  Subsidiaries  (a)  is a  corporation  duly  organized,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
organization;  (b) has all requisite power and authority to own its property and
assets and to carry on its  business  as now  conducted  and as  proposed  to be
conducted;  (c) is  qualified  to do business in every  jurisdiction  where such
qualification  is  required,  except  where the failure so to qualify  would not
result in a Material Adverse Effect;  and (d) in the case of each Borrower,  has
the  corporate  power  and  authority  to  execute,   deliver  and  perform  its
obligations under the Loan Documents and to borrow hereunder and thereunder.

                  SECTION  3.02.  Authorization.  The  execution,  delivery  and
performance by the Borrowers of this Agreement and the promissory notes, if any,
issued pursuant to Section 8.04(i) and the Borrowings  hereunder  (collectively,
the  "Transactions")  (a) have been duly  authorized by all requisite  corporate
action and (b) will not (i) violate (A) any provision of any law, statute,  rule
or  regulation  (including  the Margin  Regulations)  or of the  certificate  of
incorporation or other constitutive  documents or by-laws of the Borrowers;  (B)
any order of any Governmental  Authority; or (C) any provision of any indenture,
agreement or other instrument to which either Borrower is a party or by which it
or any of its property is or may be bound, (ii) be in conflict

<PAGE>
                                                                              28

with, result in a breach of or constitute (alone or with notice or lapse of time
or both) a default under any such indenture,  agreement or other instrument,  or
(iii)  result in the  creation or  imposition  of any lien upon any  property or
assets of either Borrower.

                  SECTION  3.03.  Enforceability.  This  Agreement and each Loan
Document to which a Borrower is a party  constitutes a legal,  valid and binding
obligation of each such Borrower enforceable in accordance with its terms.

                  SECTION 3.04.  Governmental  Approvals.  No action, consent or
approval of,  registration  or filing with or other  action by any  Governmental
Authority,  other than those which have been taken,  given or made,  as the case
may be, is or will be required  with  respect to either  Borrower in  connection
with the Transactions.

                  SECTION  3.05.  Financial  Statements.  (a)  The  Company  has
heretofore  furnished to the Administrative  Agent and the Lenders copies of its
consolidated balance sheet and statements of income, cash flow and stockholders'
equity as of and for the year ended  December 31, 2001 and the nine months ended
September 30, 2002. Such financial  statements  present fairly,  in all material
respects,  the consolidated financial condition and the results of operations of
the  Company  and the  Subsidiaries  as of such  dates and for such  periods  in
accordance with GAAP or SAP, as requested.

                  (b) As of the date hereof,  there has been no material adverse
change  in  the  consolidated   financial  condition  of  the  Company  and  the
Subsidiaries  taken as a whole  from the  financial  condition  reported  in the
financial statements referenced in paragraph (a) of this Section 3.05.

                  SECTION 3.06. Litigation; Compliance with Laws. (a) Subject to
Schedule 3.06, there are no actions,  proceedings or investigations filed or (to
the  knowledge  of the  Borrowers)  threatened  against  either  Borrower or any
Subsidiary  in any court or before any  Governmental  Authority  or  arbitration
board or tribunal which question the validity or legality of this Agreement, the
Transactions  or any action taken or to be taken  pursuant to this Agreement and
no order or judgment has been issued or entered  restraining or enjoining either
Borrower or any Subsidiary  from the execution,  delivery or performance of this
Agreement nor is there any other action,  proceeding or  investigation  filed or
(to the  knowledge  of either  Borrower or any  Subsidiary)  threatened  against
either  Borrower  or any  Subsidiary  in any  court or before  any  Governmental
Authority or arbitration  board or tribunal which would be reasonably  likely to
result in a Material Adverse Effect or materially restrict the ability of either
Borrower to comply with its obligations under the Loan Documents.

                  (b) Neither Borrower nor any Subsidiary is in violation of any
law, rule or regulation  (including any law, rule or regulation  relating to the
protection of the  environment or to employee  health or safety),  or in default
with respect to any judgment,  writ,  injunction  or decree of any  Governmental
Authority,  where such violation or default would be reasonably likely to result
in a Material Adverse Effect.

                  (c) No exchange control law or regulation materially restricts
either  Borrower from complying  with its  obligations in respect of any Loan or
otherwise under this Agreement.

                  SECTION  3.07.  Federal  Reserve   Regulations.   (a)  Neither
Borrower nor any Subsidiary that will receive proceeds of the Loans hereunder is
engaged principally,  or as one of its important activities,  in the business of
extending credit for the purpose of purchasing or carrying Margin Stock.

                  (b) No part of the proceeds of any Loan will be used,  whether
directly or indirectly, and whether immediately,  incidentally or ultimately, to
purchase or carry Margin Stock or to refund indebtedness originally incurred for
such purpose, or for any other purpose

<PAGE>
                                                                              29

which entails a violation of, or which is  inconsistent  with, the provisions of
the Margin Regulations.

                  SECTION 3.08.  Investment  Company Act; Public Utility Holding
Company  Act.  No  Borrower  is (a) an  "investment  company"  as defined in, or
subject to regulation under, the Investment Company Act of 1940 (the "1940 Act")
or (b) a "holding  company" as defined in, or subject to regulation  under,  the
Public  Utility  Holding  Company Act of 1935.  While  certain  subsidiaries  of
Hartford Life  Insurance  Company are  "investment  companies" as defined in the
1940 Act, the  transactions  contemplated  by this Agreement will not violate or
require any  approval  under such Act or any  regulations  promulgated  pursuant
thereto.

                  SECTION 3.09. Use of Proceeds. All proceeds of the Loans shall
be used for the purposes referred to in the recitals to this Agreement.

                  SECTION 3.10. Full Disclosure;  No Material Misstatements . No
report,  financial  statement,  other written  information or other  information
transmitted  orally during a formal  presentation,  furnished by or on behalf of
either  Borrower  to the  Administrative  Agent or any Lender  pursuant  to this
Agreement or in connection with the arrangement,  syndication and closing of the
credit  facilities  established  hereby,  contains or will  contain any material
misstatement  of fact or omits or will omit to state any material fact necessary
to make the statements  therein,  in the light of the circumstances  under which
they were or will be made, not misleading.

                  SECTION 3.11.  Taxes. Each Borrower and each of the Restricted
Subsidiaries  have filed or caused to be filed all Federal,  state and local tax
returns  which are  required to be filed by them,  and have paid or caused to be
paid all taxes shown to be due and payable on such returns or on any assessments
received by any of them,  other than any taxes or  assessments  the  validity of
which is being  contested  in good faith by  appropriate  proceedings,  and with
respect to which appropriate  accounting reserves have to the extent required by
GAAP or SAP, as applicable, been set aside.

                  SECTION 3.12.  Employee  Pension  Benefit  Plans.  The present
aggregate  value  of  accumulated   benefit  obligations  of  all  unfunded  and
underfunded  pension plans of the Company and its  Subsidiaries  (based on those
assumptions used for disclosure in corporate financial  statements in accordance
with GAAP or SAP, as  applicable)  did not, as of December 31,  2001,  exceed by
more than $397,000,000 the value of the assets of all such plans. In these cases
the Company has recorded book reserves to meet the obligations.


                                   ARTICLE IV

                              CONDITIONS OF LENDING

                  The  obligations  of the Lenders to make Loans  hereunder  are
subject to the satisfaction of the following conditions:

                  SECTION 4.01. All Borrowings. On the date of each Borrowing:

                  (a) The  Administrative  Agent shall have received a notice of
         such  Borrowing  as  required  by  Section  2.03 or  Section  2.04,  as
         applicable.

                  (b) The  representations  and  warranties set forth in Article
         III hereof  (other than the  representation  and  warranty set forth in
         Section 3.05(b)) shall be true and correct in all material  respects on
         and as of the date of such  Borrowing  with the same  effect  as though
         made on and as of such date, except to the extent such  representations
         and warranties expressly relate to an earlier date.

<PAGE>
                                                                              30

                  (c) At the time of and  immediately  after such  Borrowing  no
         Event of Default or Default shall have occurred and be continuing.

Each Borrowing  shall be deemed to constitute a  representation  and warranty by
each  Borrower  on the date of such  Borrowing  as to the matters  specified  in
paragraphs (b) and (c) of this Section 4.01.

                  SECTION 4.02. Effective Date. On the Effective Date:

                  (a) The  Administrative  Agent shall have received a favorable
written opinion of Brian Becker, Esq., dated the Effective Date and addressed to
the Lenders, to the effect set forth in Exhibit C hereto.

                  (b) The Administrative Agent shall have received (i) a copy of
the  certificate of  incorporation,  including all amendments  thereto,  of each
Borrower,  certified  as of a  recent  date by the  Secretary  of  State of such
Borrower's state of incorporation,  and a certificate as to the good standing of
such  Borrower  as of a  recent  date  from  such  Secretary  of  State;  (ii) a
certificate  of the Secretary or an Assistant  Secretary of each Borrower  dated
the  Effective  Date and  certifying  (A) that  attached  thereto  is a true and
complete copy of the by-laws of such Borrower as in effect on the Effective Date
and at all times since a date prior to the date of the resolutions  described in
clause (B) below,  (B) that  attached  thereto  is a true and  complete  copy of
resolutions duly adopted by the Board of Directors of such Borrower  authorizing
the  execution,  delivery  and  performance  of this  Agreement  and  any  other
documents related to this Agreement and the Borrowings hereunder,  and that such
resolutions  have not been modified,  rescinded or amended and are in full force
and effect, (C) that the certificate of incorporation  referred to in clause (i)
above has not been amended since the date of the last amendment thereto shown on
the certificate of good standing  furnished pursuant to such clause (i), and (D)
as to the  incumbency  and specimen  signature of each  officer  executing  this
Agreement or any other  document  delivered in connection  herewith on behalf of
such Borrower; and (iii) a certificate of another officer of such Borrower as to
the  incumbency and specimen  signature of the Secretary or Assistant  Secretary
executing the certificate pursuant to (ii) above.

                  (c) The Administrative Agent shall have received certificates,
dated the  Effective  Date and signed by a Financial  Officer of each  Borrower,
confirming  compliance with the conditions precedent set forth in paragraphs (b)
and (c) of Section 4.01.

                  (d) All loans and other amounts outstanding or accrued for the
accounts of the lenders under the Existing Credit Agreement  (whether or not due
at the time)  shall have been paid in full and  Hartford  Life shall  deliver to
Citibank,  N.A.,  in its  capacity as  administrative  agent under the  Existing
Credit Agreement, a notice terminating the commitments thereunder.

                  (e) The Agents and Lenders  shall have  received  all fees due
and  payable  on or  prior  to the  Effective  Date  required  to be paid by the
Borrowers in connection with this Agreement.


                                    ARTICLE V

                                    COVENANTS

                  A. Affirmative  Covenants.  Each Borrower covenants and agrees
with each  Lender and the  Administrative  Agent that so long as this  Agreement
shall remain in effect or the principal of or interest on any Loan,  any Fees or
any other amounts payable hereunder shall be unpaid, unless the Required Lenders
shall  otherwise  consent  in  writing,  it  will,  and will  cause  each of the
Subsidiaries to:

<PAGE>
                                                                              31

                  SECTION  5.01.  Existence.  Do or cause to be done all  things
necessary to preserve and keep in full force and effect its corporate existence,
rights  and  franchises,  except as  expressly  permitted  under  Section  5.11;
provided, however, that nothing in this Section shall prevent the abandonment or
termination of the existence,  rights or franchises of any Restricted Subsidiary
or  any  rights  or  franchises  of  either  Borrower  if  such  abandonment  or
termination is in the best interests of the Borrowers and is not disadvantageous
in any material respect to the Lenders.

                  SECTION  5.02.  Business  and  Properties.  In the case of the
Borrowers and the Restricted Subsidiaries,  comply in all material respects with
all applicable laws, rules, regulations and orders of any Governmental Authority
(including any of the foregoing relating to the protection of the environment or
to employee health and safety),  whether now in effect or hereafter enacted; and
at all times  maintain and preserve all property  material to the conduct of its
business and keep such property in good repair,  working order and condition and
from time to time make,  or cause to be made,  all needful  and proper  repairs,
renewals,  additions,  improvements and replacements  thereto necessary in order
that the business carried on in connection  therewith may be properly  conducted
at all times.

                  SECTION 5.03. Financial Statements,  Reports, etc. In the case
of each Borrower,  furnish to the Administrative  Agent for distribution to each
Lender:

                  (a)  within 120 days after the end of each  fiscal  year,  its
         consolidated balance sheet and the related  consolidated  statements of
         income and cash flows showing its consolidated  financial  condition as
         of the close of such  fiscal year and the  consolidated  results of its
         operations  during  such year,  all audited by Deloitte & Touche LLP or
         other independent  certified public accountants of recognized  national
         standing  selected by the Company and accompanied by an opinion of such
         accountants to the effect that such consolidated  financial  statements
         fairly  present its financial  condition and results of operations on a
         consolidated  basis in accordance  with GAAP or SAP, as applicable  (it
         being agreed that the  requirements  of this paragraph may be satisfied
         by the delivery  pursuant to paragraph (e) below of an annual report on
         Form 10-K containing the foregoing);

                  (b)  within 90 days  after the end of each of the first  three
         fiscal quarters of each fiscal year, its consolidated balance sheet and
         related  consolidated  statements  of income and cash flows showing its
         consolidated financial condition as of the close of such fiscal quarter
         and the  consolidated  results of its  operations  during  such  fiscal
         quarter and the then elapsed  portion of the fiscal year, all certified
         by one of its  Financial  Officers as fairly  presenting  its financial
         condition  and  results  of  operations  on  a  consolidated  basis  in
         accordance with GAAP or SAP, as applicable,  subject to normal year-end
         audit  adjustments  (it  being  agreed  that the  requirements  of this
         paragraph  may be satisfied by the delivery  pursuant to paragraph  (e)
         below of a quarterly report on Form 10-Q containing the foregoing);

                  (c)  concurrently  with any delivery of  financial  statements
         under paragraph (a) or (b) above, a certificate of a Financial  Officer
         certifying that no Event of Default or Default has occurred or, if such
         an Event of Default or Default has occurred,  specifying the nature and
         extent thereof and any corrective  action taken or proposed to be taken
         with respect thereto;

                  (d) as soon as available and in any event within 90 days after
         the end of each fiscal year, (i) the Statement of Actuarial  Opinion of
         each of the Restricted  Subsidiaries  for such fiscal year and as filed
         with the Applicable  Insurance Regulatory Authority and (ii) the Annual
         Statement of each of the Restricted  Subsidiaries  for such fiscal year
         and as  filed  with  the  Applicable  Insurance  Regulatory  Authority,
         together  with,  in the case of the  statements  delivered  pursuant to
         clause (ii) above, a certificate of a Financial Officer

<PAGE>
                                                                              32

         to the effect that such statements present fairly the statutory assets,
         liabilities,  capital and surplus, results of operations and cash flows
         of such Insurance Subsidiary in accordance with SAP;

                  (e) promptly after the same become publicly available,  copies
         of all reports on forms 10-K, 10-Q and 8-K filed by it with the SEC, or
         any Governmental Authority succeeding to any of or all the functions of
         the  SEC,  or,  in the  case  of the  Company,  copies  of all  reports
         distributed to its shareholders, as the case may be;

                  (f) promptly, from time to time, such other information as any
         Lender shall reasonably request through the Administrative Agent; and

                  (g)  concurrently  with any delivery of  financial  statements
         under  paragraph (a) or (b) above,  calculations of the financial tests
         referred to in Sections 5.10, 5.14 and 5.16.

                  Information  required to be delivered pursuant to this Section
5.03 shall be deemed to have been (i)  delivered  to the  Lenders on the date on
which the Company provides written notice to the Administrative  Agent that such
information  has  been  posted  on the  Company's  website  on the  Internet  at
http://www.thehartford.com  or is  available  on  the  website  of  the  SEC  at
http://www.sec.gov  (to the  extent  such  information  has  been  posted  or is
available as described in such notice),  or (ii)  distributed  to each Lender on
the date on which the Administrative Agent shall have posted such information on
an  IntraLinks  or similar site to which the Lenders  have been granted  access;
provided that the Company shall deliver paper copies of such  information to any
Lender that requests  such  delivery  within 5 Business Days after such request.
Information  required to be delivered  pursuant to this Section 5.03 may also be
delivered by electronic  communications  pursuant to procedures  approved by the
Administrative Agent.

                  SECTION 5.04. Insurance. In the case of the Borrowers and each
Restricted  Subsidiary,  keep its insurable properties adequately insured at all
times by  financially  sound and  reputable  insurers,  and maintain  such other
insurance, to such extent and against such risks, including fire and other risks
insured against by extended coverage,  as is customary with companies  similarly
situated and in the same or similar  businesses  (it being  understood  that the
Borrowers  and  the  Restricted  Subsidiaries  may  self-insure  to  the  extent
customary  with  companies  similarly  situated  and  in  the  same  or  similar
businesses).

                  SECTION  5.05.  Obligations  and  Taxes.  In the  case  of the
Company and each Restricted Subsidiary,  pay and discharge promptly when due all
taxes,  assessments and governmental  charges imposed upon it or upon its income
or  profits  or in  respect  of its  property,  as  well as all  other  material
liabilities,  in each case before the same shall become delinquent or in default
and before penalties accrue thereon,  unless and to the extent that the same are
being contested in good faith by appropriate  proceedings and adequate  reserves
with  respect  thereto  shall,  to the  extent  required  by  GAAP  or  SAP,  as
applicable, have been set aside.

                  SECTION  5.06.   Litigation  and  Other   Notices.   Give  the
Administrative Agent prompt written notice of the following:

                  (a) the filing or  commencement  of, or any written  threat or
         written  notice of  intention  of any person to file or  commence,  any
         action, suit or proceeding which could reasonably be expected to result
         in a Material  Adverse  Effect;  provided that if such  information  is
         included  in  material  delivered  or  deemed  to have  been  delivered
         pursuant to Section 5.03 and specific  reference to such information is
         made in a notice to the Administrative  Agent at the time such material
         is delivered,  notice shall be deemed to have been given on the date on
         which the Company delivers or is deemed to have delivered such material
         and provides such specific notice.

<PAGE>
                                                                              33

                  (b) any Event of Default or Default, specifying the nature and
         extent  thereof  and the action (if any) which is  proposed to be taken
         with respect thereto; and

                  (c) any change in any of the Ratings of either Borrower.

                  SECTION 5.07.  Maintaining  Records;  Access to Properties and
Inspections.  Maintain  financial  records in  accordance  with GAAP or SAP,  as
applicable,  and, upon reasonable  notice, at all reasonable  times,  permit any
authorized  representative  designated by the Administrative  Agent to visit and
inspect the  properties of the Company and of any  Restricted  Subsidiary and to
discuss the affairs,  finances and  condition of the Company and the  Restricted
Subsidiaries  with a Financial Officer of the Company and such other officers as
the Company shall deem appropriate.

                  SECTION 5.08.  Employee  Benefits.  (a) Comply in all material
respects with the applicable provisions of ERISA and the Code and (b) furnish to
the  Administrative  Agent and each Lender as soon as possible after, and in any
event  within 30 days after any  Responsible  Officer of either  Borrower or any
ERISA Affiliate knows that, any ERISA Event has occurred that, alone or together
with any other ERISA Event known to have occurred,  could reasonably be expected
to result  in  liability  of such  Borrower  in an  aggregate  amount  exceeding
$15,000,000  in any year,  a statement  of a Financial  Officer of the  Borrower
setting forth  details as to such ERISA Event and the action,  if any, that such
Borrower proposes to take with respect thereto.

                  SECTION 5.09.  Use of Proceeds.  Use the proceeds of the Loans
only for the purposes set forth in the preamble to this Agreement.

                  SECTION 5.10.  Risk-Based Capital Ratio. Maintain the ratio of
Total Adjusted  Capital to Risk-Based  Capital (after  covariance) at the end of
each fiscal year of the Restricted  Subsidiaries  at a level equal to or greater
than 1.25 to 1.00.

                  B. Negative Covenants. Each Borrower covenants and agrees with
each Lender and the  Administrative  Agent that so long as this Agreement  shall
remain in effect or the  principal  of or interest on any Loan,  any Fees or any
other amounts  payable  hereunder shall be unpaid,  unless the Required  Lenders
shall  otherwise  consent in writing,  it will not, and will not cause or permit
any of the Subsidiaries to:

                  SECTION 5.11. Consolidations, Mergers, and Sales of Assets. In
the case of the Company and the  Restricted  Subsidiaries,  consolidate or merge
with or into any other person or sell,  lease or transfer  all or  substantially
all of its property and assets, or agree to do any of the foregoing,  unless (a)
no Default or Event of Default  has  occurred  and is  continuing  or would have
occurred  immediately  after  giving  effect  thereto  and (b) in the  case of a
consolidation or merger or transfer of assets involving the Company and in which
the Company is not the surviving  corporation or sells,  leases or transfers all
or substantially  all of its property and assets,  the surviving  corporation or
person purchasing, leasing or receiving such property and assets is organized in
the United  States of America or a state  thereof  and agrees to be bound by the
terms and provisions applicable to the Company hereunder.

                  SECTION 5.12.  Limitations on Liens. Create,  incur, assume or
permit to exist any Lien on any property or assets  (including the capital stock
of any Subsidiary) now owned or hereafter acquired by it, or sell or transfer or
create  any Lien on any  income  or  revenues  or  rights  in  respect  thereof;
provided, however, that this covenant shall not apply to any of the following:

                  (a) any  Lien on any  property  or asset  hereafter  acquired,
         constructed  or  improved  by the  Company or any  Subsidiary  which is
         created or assumed to secure or provide  for the payment of any part of
         the  purchase  price  of such  property  or  asset  or the cost of such
         construction or improvement,  or any mortgage,  pledge or other lien on
         any Lien on any

<PAGE>
                                                                              34

         property  or  asset  existing  at  the  time  of  acquisition  thereof;
         provided,  however,  that  such  Lien  shall  not  extend  to any other
         property owned by the Company or any Subsidiary;

                  (b) any Lien  existing upon any property or asset of a company
         which is merged with or into or is consolidated  into, or substantially
         all the assets or shares of capital stock of which are acquired by, the
         Company or a Subsidiary,  at the time of such merger,  consolidation or
         acquisition;  provided  that  such  Lien  does not  extend to any other
         property or asset,  other than  improvements  to the  property or asset
         subject to such Lien;

                  (c) any  pledge or  deposit  to  secure  payment  of  workers'
         compensation  or insurance  premiums,  or in  connection  with tenders,
         bids,  contracts  (other  than  contracts  for the payment of money) or
         leases;

                  (d) any pledge of, or other Lien upon,  any assets as security
         for the payment of any tax,  assessment or other similar  charge by any
         Governmental  Authority or public body, or as security  required by law
         or  governmental  regulation as a condition to the  transaction  of any
         business or the exercise of any privilege or right;

                  (e) any  Lien  necessary  to  secure  a stay of any  legal  or
         equitable  process in a proceeding to enforce a liability or obligation
         contested in good faith by the Company or a  Subsidiary  or required in
         connection  with the  institution by the Company or a Subsidiary of any
         legal or equitable  proceeding to enforce a right or to obtain a remedy
         claimed in good faith by the  Company or a  Subsidiary,  or required in
         connection  with any  order or  decree  in any  such  proceeding  or in
         connection with any contest of any tax or other governmental charge; or
         the making of any deposit with or the giving of any form of security to
         any  governmental  agency or any body  created  or  approved  by law or
         governmental regulation in order to entitle the Company or a Subsidiary
         to maintain self- insurance or to participate in any fund in connection
         with workers' compensation, unemployment insurance, old age pensions or
         other social  security or to share in any  provisions or other benefits
         provided for companies  participating  in any such  arrangement  or for
         liability on insurance of credits or other risks;

                  (f) any  mechanics',  carriers',  workmen's,  repairmen's,  or
         other like Liens,  if arising in the ordinary  course of  business,  in
         respect of obligations  which are not overdue or liability for which is
         being contested in good faith by appropriate proceedings;

                  (g) any Lien on  property  in favor of the  United  States  of
         America, or of any agency, department or other instrumentality thereof,
         to  secure  partial,  progress  or  advance  payments  pursuant  to the
         provisions of any contract;

                  (h) any Lien  securing  indebtedness  of a  Subsidiary  to the
         Company or a Subsidiary; provided that in the case of any sale or other
         disposition  of such  indebtedness  by the Company or such  Subsidiary,
         such  sale or other  disposition  shall be  deemed  to  constitute  the
         creation of another Lien not permitted by this clause (h);

                  (i)  any  Lien  affecting  property  of  the  Company  or  any
         Subsidiary  securing  indebtedness of the United States of America or a
         State  thereof  (or any  instrumentality  or agency of either  thereof)
         issued in  connection  with a pollution  control or  abatement  program
         required in the opinion of the Company to meet  environmental  criteria
         with respect to  operations  of the Company or any  Subsidiary  and the
         proceeds of which indebtedness have financed the cost of acquisition of
         such program;

                  (j) the renewal,  extension,  replacement  or refunding of any
         mortgage,  pledge, lien, deposit, charge or other encumbrance permitted
         by the  foregoing  provisions  of this  covenant upon the same property
         theretofore subject thereto, or the renewal, extension,

<PAGE>
                                                                              35

         replacement or refunding of the amount secured  thereby;  provided that
         in each  case  such  amount  outstanding  at  that  time  shall  not be
         increased; or

                  (k) any  other  Lien;  provided  that  immediately  after  the
         creation or  assumption  of such Lien,  the total of (x) the  aggregate
         principal  amount of Indebtedness  of the Company and all  Subsidiaries
         (not  including  Indebtedness  permitted  under clauses (a) through (j)
         above)  secured by all Liens created or assumed under the provisions of
         this  clause  (k),  plus  (y)  the  aggregate   amount  of  Capitalized
         Lease-Back Obligations of the Company and Subsidiaries under the entire
         unexpired  terms of all leases entered into in connection with sale and
         lease-back   transactions  which  would  have  been  precluded  by  the
         provisions  of Section 5.13 but for the  satisfaction  of the condition
         set forth in clause (b)  thereof,  shall not exceed an amount  equal to
         10% of the  Consolidated  Net  Tangible  Assets of the  Company and its
         consolidated Subsidiaries.

                  SECTION 5.13. Limitations on Sale and Leaseback  Transactions.
         Enter into any arrangement with any person providing for the leasing by
         the  Company or any  Restricted  Subsidiary  of any  property  or asset
         (except  for  temporary  leases for a term of not more than three years
         and except for leases  between the Company and a Restricted  Subsidiary
         or between Restricted  Subsidiaries),  which property has been or is to
         be sold or transferred by the Company or such Restricted  Subsidiary to
         such  person  more than 120 days after the  acquisition  thereof or the
         completion of construction and commencement of full operation  thereof,
         unless  either  (a) the  Company  shall  apply an  amount  equal to the
         greater of the Fair Value of such  property or the net proceeds of such
         sale, within 120 days of the effective date of any such arrangement, to
         the  retirement  (other  than  any  mandatory  retirement  or by way of
         payment  at  maturity)   of   Indebtedness   or  to  the   acquisition,
         construction,  development or improvement of properties,  facilities or
         equipment  used for  operating  purposes or (b) at the time of entering
         into such arrangement, such property or asset could have been subjected
         to a  Lien  securing  Indebtedness  of  the  Company  or  a  Restricted
         Subsidiary in a principal  amount equal to the  Capitalized  Lease-Back
         Obligations  with respect to such property or asset under paragraph (k)
         of Section 5.12.

                  SECTION 5.14.  Consolidated  Total Debt to Consolidated  Total
Capitalization.  Permit  the  ratio  of  (a)  Consolidated  Total  Debt  to  (b)
Consolidated Total Capitalization to be greater than 0.40 to 1.

                  SECTION  5.15.   Limitations  on  Dividends  and  Advances  by
Subsidiaries.  Enter into any covenant or agreement  restricting  the ability of
any Subsidiary to pay dividends on or make other distributions in respect of its
capital stock,  to make loans or advances to the Company or any Subsidiary or to
pay any Indebtedness owed to the Company or any Subsidiary.

                  SECTION  5.16.  Minimum  Consolidated  Statutory  Surplus  and
Statutory Surplus and Asset Valuation  Reserve.  Permit  Consolidated  Statutory
Surplus at the end of any  fiscal  quarter  to be less than  $4,100,000,000,  or
permit Hartford Life Statutory Surplus and Asset Valuation Reserve at the end of
any fiscal quarter to be less than $2,000,000,000.


                                   ARTICLE VI

                                EVENTS OF DEFAULT

                  In case of the happening of any of the following  events (each
an "Event of Default"):

                  (a) any  representation  or warranty made or deemed made under
         this  Agreement,  or  any  written  information  or  other  information
         transmitted  orally  during a  formal  presentation,  furnished  by the
         Borrowers  or their  subsidiaries  to the  Administrative  Agent or the
         Lenders   pursuant  to  this  Agreement  or  in  connection   with  the
         arrangement,

<PAGE>
                                                                              36

         syndication  or closing of the  facilities  established  hereby,  shall
         prove to have been false or misleading in any material  respect when so
         made, deemed made or furnished;

                  (b) default  shall be made in the payment of 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 by
         acceleration thereof or otherwise;

                  (c) default  shall be made in the  payment of any  interest on
         any Loan or any Fee or any other amount (other than an amount  referred
         to in paragraph  (b) above) due  hereunder,  when and as the same shall
         become due and payable,  and such default shall continue unremedied for
         a period of ten days;

                  (d) default shall be made in the due observance or performance
         of any  covenant,  condition  or agreement  contained in Section  5.01,
         5.10,  5.11,  5.12,  5.13,  5.14,  5.15 or 5.16 and, in the case of any
         default under Section 5.12, such default shall continue for 30 days;

                  (e) default shall be made in the due observance or performance
         of any  covenant,  condition  or agreement  contained  herein or in any
         other Loan Document  (other than those specified in clauses (b), (c) or
         (d) above) and such default shall  continue  unremedied for a period of
         30 days  after  notice  thereof  from the  Administrative  Agent or any
         Lender to the Company;

                  (f) the  Company or any  Subsidiary  shall (i) fail to pay any
         principal  or  interest,  regardless  of amount,  due in respect of any
         Indebtedness in a principal  amount in excess of $50,000,000,  when and
         as the same  shall  become  due and  payable or (ii) fail to observe or
         perform any other term,  covenant,  condition or agreement contained in
         any   agreement  or   instrument   evidencing  or  governing  any  such
         Indebtedness  if the effect of any  failure  referred to in this clause
         (ii)  is to  cause,  or  to  permit  the  holder  or  holders  of  such
         Indebtedness  or a trustee on its or their  behalf (with or without the
         giving  of  notice,   the  lapse  of  time  or  both)  to  cause,  such
         Indebtedness to become due prior to its stated maturity;

                  (g)  an  involuntary  proceeding  shall  be  commenced  or  an
         involuntary   petition   shall  be  filed  in  a  court  of   competent
         jurisdiction  seeking  (i)  relief in  respect  of the  Company  or any
         Restricted  Subsidiary,  or of a  substantial  part of the  property or
         assets of the Company or or any Restricted  Subsidiary,  under Title 11
         of the United States Code, as now constituted or hereafter amended,  or
         any other  Federal or state  bankruptcy,  insolvency,  receivership  or
         similar law, (ii) the  appointment of a receiver,  trustee,  custodian,
         sequestrator,  conservator  or similar  official for the Company or any
         Restricted  Subsidiary  or for a  substantial  part of the  property or
         assets  of the  Company  or any  Restricted  Subsidiary,  or (iii)  the
         winding up or liquidation of the Company or any Restricted  Subsidiary;
         and such proceeding or petition shall continue  undismissed for 60 days
         or an order or decree  approving or ordering any of the foregoing shall
         be entered; or any Governmental  Authority having jurisdiction over the
         Company or any Restricted  Subsidiary shall issue any order or commence
         any proceeding for the conservation or administration of the Company or
         any Restricted Subsidiary or shall take any similar action;

                  (h)  the  Company  or  any  Restricted  Subsidiary  shall  (i)
         voluntarily commence any proceeding or file any petition seeking relief
         under  Title  11 of the  United  States  Code,  as now  constituted  or
         hereafter   amended,   or  any  other  Federal  or  state   bankruptcy,
         insolvency,   receivership   or  similar  law,   (ii)  consent  to  the
         institution of, or fail to contest in a timely and appropriate  manner,
         any  proceeding  or the filing of any petition  described in (g) above,
         (iii) apply for or consent to the  appointment of a receiver,  trustee,
         custodian,  sequestrator,  conservator  or  similar  official  for  the
         Company or any Restricted Subsidiary

<PAGE>
                                                                              37

         or for a  substantial  part of the property or assets of the Company or
         any Restricted  Subsidiary,  (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 benefit of  creditors,  (vi) become
         unable,  admit in writing its  inability  or fail  generally to pay its
         debts as they  become  due, or (vii) take any action for the purpose of
         effecting any of the foregoing;

                  (i) one or more final  judgments shall be entered by any court
         against the Company or any of the Subsidiaries for the payment of money
         in an aggregate  amount in excess of $50,000,000,  and such judgment or
         judgments  shall not have been paid,  discharged or stayed for a period
         of 60 days, or a warrant of attachment or execution or similar  process
         shall have been issued or levied against property of the Company or any
         of the Subsidiaries to enforce any such judgment or judgments;

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

                  (k) a Change in Control shall occur;

then,  and in every such event  (other than an event with respect to the Company
or any Restricted  Subsidiary  described in paragraph (g) or (h) above),  and at
any time  thereafter  during the continuance of such event,  the  Administrative
Agent, at the request of the Required Lenders,  shall, by notice to the Company,
take either or both of the following  actions,  at the same or different  times:
(i)  terminate  forthwith  the  Commitments  and (ii)  declare  the  Loans  then
outstanding  to be forthwith due and payable in whole or in part,  whereupon the
principal of the Loans so declared to be due and payable,  together with accrued
interest  thereon and any unpaid  accrued Fees and all other  liabilities of the
Borrowers accrued hereunder,  without presentment,  demand, protest or any other
notice of any kind, all of which are hereby expressly waived anything  contained
herein to the  contrary  notwithstanding;  and,  in the case of any  event  with
respect to the Company or any Restricted  Subsidiary  described in paragraph (g)
or (h) above, the Commitments shall automatically terminate and the principal of
the Loans then  outstanding,  together  with  accrued  interest  thereon and any
unpaid accrued Fees and all other liabilities of the Borrowers accrued hereunder
shall automatically become due and payable, without presentment, demand, protest
or any other  notice  of any kind,  all of which  are  hereby  expressly  waived
anything contained herein to the contrary notwithstanding.


                                   ARTICLE VII

                            THE ADMINISTRATIVE AGENT

                  In order to expedite  the  transactions  contemplated  by this
Agreement,  JPMorgan  Chase Bank is hereby  appointed  to act as  Administrative
Agent  on  behalf  of the  Lenders.  Each  of  the  Lenders  hereby  irrevocably
authorizes  the  Administrative  Agent to take  such  actions  on behalf of such
Lender  and to  exercise  such  powers  as  are  specifically  delegated  to the
Administrative  Agent by the terms and  provisions  hereof,  together  with such
actions and powers as are  reasonably  incidental  thereto.  The  Administrative
Agent is hereby expressly authorized by the Lenders, without hereby limiting any
implied  authority,  (a) to receive on behalf of the  Lenders  all  payments  of
principal of and interest on the Loans and all other  amounts due to the Lenders
hereunder,  and promptly to  distribute  to each Lender its proper share of each
payment so received;  (b) to give notice on behalf of each of the Lenders to the
Borrowers of any Event of Default of which the  Administrative  Agent has actual
knowledge  acquired  in  connection  with  its  agency  hereunder;  and  (c)  to
distribute to each Lender copies of all notices,  financial statements and other
materials  delivered by the Borrowers  pursuant to this Agreement as received by
the Administrative Agent.


<PAGE>
                                                                              38

                  Neither  the  Administrative  Agent nor any of its  directors,
officers,  employees  or agents  shall be liable as such for any action taken or
omitted  by any of them  except  for its or his or her own gross  negligence  or
willful  misconduct as  determined  by a final  judgment of a court of competent
jurisdiction,  or be responsible for any statement,  warranty or  representation
herein or the contents of any document delivered in connection  herewith,  or be
required to  ascertain  or to make any inquiry  concerning  the  performance  or
observance  by the  Borrowers  of any of the  terms,  conditions,  covenants  or
agreements  contained in this Agreement.  The Administrative  Agent shall not be
responsible  to the  Lenders  for  the  due  execution,  genuineness,  validity,
enforceability  or  effectiveness  of this  Agreement  or other  instruments  or
agreements.  The Administrative  Agent may deem and treat the Lender which makes
any Loan as the holder of the indebtedness  resulting therefrom for all purposes
hereof until it shall have received  notice from such Lender,  given as provided
herein, of the transfer thereof.  The Administrative Agent shall in all cases be
fully protected in acting, or refraining from acting, in accordance with written
instructions   signed  by  the  Required   Lenders  and,   except  as  otherwise
specifically  provided  herein,  such  instructions  and any action or  inaction
pursuant thereto shall be binding on all the Lenders.  The Administrative  Agent
shall,  in the absence of knowledge to the contrary,  be entitled to rely on any
instrument  or  document  believed by it in good faith to be genuine and correct
and to have been  signed or sent by the proper  person or  persons.  Neither the
Administrative  Agent nor any of its  directors,  officers,  employees or agents
shall have any  responsibility  to the Borrowers on account of the failure of or
delay in performance or breach by any Lender of any of its obligations hereunder
or to any Lender on account of the failure of or delay in  performance or breach
by any other  Lender or the  Borrowers  of any of their  respective  obligations
hereunder or in connection  herewith.  The Administrative  Agent may execute any
and all duties hereunder by or through agents or employees and shall be entitled
to rely upon the  advice of legal  counsel  selected  by it with  respect to all
matters  arising  hereunder  and  shall not be liable  for any  action  taken or
suffered in good faith by it in accordance with the advice of such counsel.

                  The Lenders hereby acknowledge that the  Administrative  Agent
shall be under no duty to take any discretionary action permitted to be taken by
it pursuant to the provisions of this Agreement  unless it shall be requested in
writing to do so by the Required Lenders.

                  Subject  to the  appointment  and  acceptance  of a  successor
Administrative  Agent as provided below, the Administrative  Agent may resign at
any time by notifying  the Lenders and the Company.  Upon any such  resignation,
the Required Lenders shall have the right to appoint a successor  Administrative
Agent acceptable to the Company. 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 may,  on behalf of the  Lenders,  appoint a
successor  Administrative  Agent  which  shall be a bank  with an  office in the
United States, having a combined capital and surplus of at least $500,000,000 or
an  Affiliate  of any such  bank.  Upon the  acceptance  of any  appointment  as
Administrative Agent hereunder by a successor bank, such successor shall succeed
to and become vested with all the rights,  powers,  privileges and duties of the
retiring  Administrative  Agent and the retiring  Administrative  Agent shall be
discharged from its duties and obligations  hereunder.  After the Administrative
Agent's resignation  hereunder,  the provisions of this Article and Section 8.05
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.

                  With  respect  to  the  Loans  made  by  it   hereunder,   the
Administrative  Agent in its individual capacity and not as Administrative Agent
shall have the same rights and powers as any other  Lender and may  exercise the
same as though it were not the  Administrative  Agent,  and may accept  deposits
from,  lend  money to and  generally  engage  in any kind of  business  with the
Borrowers or any  Subsidiary  or other  Affiliate  thereof as if it were not the
Administrative Agent.

                  Each Lender agrees (i) to reimburse the Administrative  Agent,
on  demand,  in the  amount  of its pro  rata  share  (based  on its  Commitment
hereunder or, if the Commitments shall

<PAGE>
                                                                              39

have been  terminated,  the  amount of its  outstanding  Loans) of any  expenses
incurred  for the benefit of the Lenders by such Agent,  including  counsel fees
and compensation of agents and employees paid for services rendered on behalf of
the Lenders,  which shall not have been  reimbursed by the Borrowers and (ii) to
indemnify and hold harmless the  Administrative  Agent and any of its directors,
officers,  employees or agents, on demand, in the amount of such pro rata share,
from and against any and all liabilities,  taxes, obligations,  losses, damages,
penalties,  actions,  judgments,  suits, costs, expenses or disbursements of any
kind or nature  whatsoever  which may be imposed  on,  incurred  by or  asserted
against it in its  capacity as  Administrative  Agent in any way  relating to or
arising out of this  Agreement  or any action  taken or omitted by it under this
Agreement  to the  extent  the  same  shall  not  have  been  reimbursed  by the
Borrowers;  provided that no Lender shall be liable to the Administrative  Agent
for any portion of such liabilities,  obligations,  losses, damages,  penalties,
actions,  judgments,  suits, costs, expenses or disbursements resulting from the
gross negligence or wilful misconduct of the Administrative  Agent or any of its
directors, officers, employees or agents.

                  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
or any related agreement or any document furnished hereunder or thereunder.

                  Each party to this  Agreement  acknowledges  and  agrees  that
neither  Citibank,  N.A., in its capacity as  Co-Administrative  Agent,  nor any
co-syndication agent will have duties or responsibilities for the administration
of this Agreement or the Borrowings hereunder.


                                  ARTICLE VIII

                                  MISCELLANEOUS

                  SECTION  8.01.  Notices.   Notices  and  other  communications
         provided  for herein shall be in writing and shall be delivered by hand
         or overnight courier service, mailed or sent by telecopy, as follows:

                  (a) if to either Borrower,  to The Hartford Financial Services
         Group, Inc., Hartford Plaza,  Hartford, CT 06115, Attention of Mr. John
         Giamalis (Telecopy No. 860-547-2878);  with a copy to Mr. Brian Becker,
         The Hartford Financial Services Group, Inc.,  Hartford Plaza,  Hartford
         CT 06115 (Telecopy No. 860-547-6959);

                  (b) if to the  Administrative  Agent,  to JPMorgan Chase Bank,
         Loan and Agency Services Group,  One Chase Manhattan  Plaza, 8th Floor,
         New York,  New York 10081,  Attention of Laura  Rebecca,  (Telecopy No.
         212-552-7490), with a copy to JPMorgan Chase Bank, 270 Park Avenue, 4th
         Floor, New York, New York 10017,  Attention of Heather  Lindstrom,  Re:
         The  Hartford   Financial  Services  Group,  Inc.  (Telecopy  No.  212-
         270-6637); and

                  (c) if to a Lender,  to it at its address (or telecopy number)
         set forth in Schedule 2.01 or in the Assignment and Acceptance pursuant
         to which such Lender became a party hereto.

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 if  delivered by hand or  overnight  courier  service or sent by
telecopy to such party as provided in this Section or in

<PAGE>
                                                                              40

accordance  with  the  latest  unrevoked  direction  from  such  party  given in
accordance with this Section.

                  SECTION   8.02.   Survival  of   Agreement.   All   covenants,
agreements,  representations  and warranties made by the Borrowers herein and in
the certificates or other  instruments  prepared or delivered in connection with
or pursuant to this  Agreement  shall be  considered to have been relied upon by
the Lenders and shall survive the making by the Lenders of the Loans  regardless
of any investigation  made by the Lenders or on their behalf, 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, or the Commitments have not been terminated.

                  SECTION 8.03.  Binding  Effect.  This  Agreement  shall become
effective  on the  Effective  Date  when it shall  have  been  executed  by each
Borrower and the Administrative  Agent and when the  Administrative  Agent shall
have  received  copies  hereof  (telecopied  or  otherwise)  which,  when  taken
together,  bear the signature of each Lender,  and  thereafter  shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors  and assigns,  except that the Borrowers  shall not have the right to
assign any rights  hereunder or any interest herein without the prior consent of
all the Lenders.

                  SECTION  8.04.  Successors  and Assigns.  (a) Whenever in this
Agreement  any of the parties  hereto is referred  to, such  reference  shall be
deemed to include the successors  and assigns of such party;  and all covenants,
promises and  agreements by or on behalf of any party that are contained in this
Agreement shall bind and inure to the benefit of its successors and assigns.

                  (b) Each Lender may assign to one or more  assignees  all or a
portion of its interests, rights and obligations under this Agreement (including
all or a  portion  of its  Commitment  and the  Loans at the time  owing to it);
provided, however, that (i) except in the case of an assignment to a Lender or a
Lender Affiliate, the Company and the Administrative Agent must give their prior
written  consent  (except when there exists a Default or an Event of Default) to
such  assignment  (which consent shall not be unreasonably  withheld);  (ii) the
parties to each such assignment shall execute and deliver to the  Administrative
Agent an Assignment  and  Acceptance,  and a processing and  recordation  fee of
$3,500;  (iii) the assignee,  if it shall not be a Lender,  shall deliver to the
Administrative Agent an Administrative Questionnaire; and (iv) 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 and the
amount of the Commitment of such Lender  remaining after such  assignment  shall
not be less than  $5,000,000  or shall be zero.  Upon  acceptance  and recording
pursuant to paragraph  (e) of this Section,  from and after the  effective  date
specified in each  Assignment and  Acceptance,  which effective date shall be at
least  five  Business  Days  after  the  execution  thereof,  (A)  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 (B) 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 or the remaining portion of an 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,
2.15,  2.19 and 8.05,  as well as to any Fees accrued for its account  hereunder
and not yet paid)).  Notwithstanding  the  foregoing,  any Lender  assigning its
rights and  obligations  under this Agreement may retain any  Competitive  Loans
made by it  outstanding  at such time,  and in such case shall retain its rights
hereunder in respect of any Loans so retained  until such Loans have been repaid
in full in accordance with this Agreement.

                  (c) By executing and delivering an Assignment and  Acceptance,
the assigning Lender  thereunder and the assignee  thereunder shall be deemed to
confirm to and agree with each

<PAGE>
                                                                              41

other and the  other  parties  hereto  as  follows:  (i) such  assigning  Lender
warrants  that it is the  legal  and  beneficial  owner  of the  interest  being
assigned  thereby free and clear of any adverse claim;  (ii) except as set forth
in (i) above,  such  assigning  Lender makes no  representation  or warranty and
assumes  no  responsibility  with  respect  to  any  statements,  warranties  or
representations made in or in connection with this Agreement,  or the execution,
legality, validity,  enforceability,  genuineness,  sufficiency or value of this
Agreement or any other instrument or document  furnished  pursuant hereto or the
financial  condition of the  Borrowers or the  performance  or observance by the
Borrowers of any  obligations  under this  Agreement or any other  instrument or
document furnished pursuant hereto;  (iii) such assignee represents and warrants
that it is legally authorized to enter into such Assignment and Acceptance; (iv)
such assignee  confirms that it has received a copy of this Agreement,  together
with  copies of the most  recent  financial  statements  delivered  pursuant  to
Section  5.03  and  such  other  documents  and  information  as it  has  deemed
appropriate  to make its own credit  analysis  and  decision  to enter into such
Assignment  and  Acceptance;  (v) such assignee will  independently  and without
reliance  upon the  Administrative  Agent,  such  assigning  Lender or any other
Lender and based on such documents and information as it shall deem  appropriate
at the time,  continue to make its own credit  decisions in taking or not taking
action under this  Agreement;  (vi) such assignee  appoints and  authorizes  the
Administrative  Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement as are delegated to the Administrative Agent by
the terms  hereof,  together  with  such  powers  as are  reasonably  incidental
thereto;  and (vii) such assignee agrees that it will perform in accordance with
their  terms  all the  obligations  which  by the  terms of this  Agreement  are
required to be performed by it as a Lender.

                  (d) The  Administrative  Agent  shall  maintain  at one of its
offices  in The  City  of New  York a copy  of each  Assignment  and  Acceptance
delivered to it and a register for the recordation of the names and addresses of
the Lenders,  and the Commitment of, and the 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 in the absence of manifest error
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.  The  Register  shall be
available for inspection by each party hereto,  at any reasonable  time and from
time to time upon reasonable prior notice.

                  (e)  Upon  its  receipt  of a duly  completed  Assignment  and
Acceptance  executed by an  assigning  Lender and an assignee  together  with an
Administrative  Questionnaire  completed in respect of the assignee  (unless the
assignee shall already be a Lender  hereunder),  the processing and  recordation
fee referred to in paragraph (b) above and the written consent of the Company to
such assignment,  the Administrative  Agent shall (i) accept such Assignment and
Acceptance and (ii) record the information contained therein in the Register.

                  (f) Each Lender may sell  participations  to one or more banks
or other entities in all or a portion of its rights and  obligations  under this
Agreement  (including  all or a portion of its Commitment and the Loans owing to
it); provided,  however, 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;  (iii)  each
participating  bank or other entity shall be entitled to the benefit of the cost
protection  provisions  contained  in Sections  2.13,  2.15 and 2.19 to the same
extent as if it were the selling  Lender  (and  limited to the amount that could
have been claimed by the selling Lender had it continued to hold the interest of
such participating  bank or other entity),  except that all claims made pursuant
to such  Sections  shall  be made  through  such  selling  Lender;  and (iv) the
Borrowers, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such selling  Lender in  connection  with such Lender's
rights and obligations under this Agreement.

                  (g) Any Lender or  participant  may,  in  connection  with any
assignment or participation or proposed assignment or participation  pursuant to
this Section,  disclose to the assignee or participant  or proposed  assignee or
participant any information relating to the

<PAGE>
                                                                              42

Borrowers furnished to such Lender; provided that, prior to any such disclosure,
each such assignee or  participant  or proposed  assignee or  participant  shall
execute an agreement  whereby such assignee or participant  shall agree (subject
to  customary   exceptions)  to  preserve  the   confidentiality   of  any  such
information.

                  (h) The Borrowers  shall not assign or delegate any rights and
duties hereunder without the prior written consent of all Lenders.

                  (i) Any  Lender may at any time  pledge all or any  portion of
its rights under this Agreement to a Federal Reserve Bank; provided that no such
pledge shall release any Lender from its obligations hereunder or substitute any
such Bank for such  Lender as a party  hereto.  In order to  facilitate  such an
assignment to a Federal Reserve Bank, each Borrower shall, at the request of the
assigning Lender,  duly execute and deliver to the assigning Lender a promissory
note or notes evidencing the Loans made to such Borrower by the assigning Lender
hereunder.

                  SECTION 8.05. Expenses;  Indemnity. (a) The Borrowers agree to
pay all reasonable  out-of-pocket  expenses incurred by each Agent in connection
with  the  syndication  of  the  credit  facility   provided  for  herein,   the
preparation,  execution,  delivery and  administration  of this  Agreement or in
connection  with any  amendments,  modifications  or waivers  of the  provisions
hereof,  or  incurred  by  either  Agent or any  Lender in  connection  with the
enforcement  or protection of their rights in connection  with this Agreement or
in connection with the Loans made  hereunder,  including the reasonable fees and
disbursements of counsel for each Agent or, in the case of enforcement costs and
documentary taxes, the Lenders.

                  (b) The Borrowers agree to indemnify the Administrative Agent,
each Lender, each of their Affiliates and the directors, officers, employees and
agents of the foregoing (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  reasonable  counsel  fees  and
expenses,  incurred by or asserted against any Indemnitee arising out of (i) the
consummation of the transactions contemplated by this Agreement; (ii) the use of
the  proceeds of the Loans;  or (iii) any claim,  litigation,  investigation  or
proceeding relating to any of the foregoing,  whether or not 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  are  determined  by a final  judgment of a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
such Indemnitee.

                  (c) The provisions of this Section shall remain  operative and
in full  force  and  effect  regardless  of the  expiration  of the term of this
Agreement,  the  consummation  of  the  transactions  contemplated  hereby,  the
repayment of any of the Loans, the invalidity or unenforceability of any term or
provision of this Agreement or any investigation  made by or on behalf of either
Agent or any  Lender.  All amounts  due under this  Section  shall be payable on
written demand therefor.

                  SECTION  8.06.   APPLICABLE   LAW.  THIS  AGREEMENT  SHALL  BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 8.07. Waivers;  Amendment.  (a) No failure or delay of
the  Administrative  Agent  or any  Lender  in  exercising  any  power  or right
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 which they would  otherwise  have. No waiver
of any provision of this Agreement or consent to any departure  therefrom  shall
in any event be effective  unless the same shall be  permitted by paragraph  (b)
below, and then such waiver or consent shall be effective only

<PAGE>
                                                                              43

in the  specific  instance  and for the  purpose for which  given.  No notice or
demand on either Borrower or any Subsidiary in any case shall entitle such party
to any other or further notice or demand in similar or other circumstances.

                  (b) 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;  provided,
however,  that no such agreement shall (i) decrease the principal  amount of, or
extend the maturity of or any scheduled  principal  payment date or date for the
payment of any interest on any Loan or any Fee or other amount due  hereunder or
waive or excuse any such  payment or any part  thereof,  or decrease the rate of
interest on any Loan,  without the prior written consent of each Lender affected
thereby;  (ii) increase the  Commitment or decrease the Facility Fee of or other
amount owing to any Lender without the prior written consent of such Lender;  or
(iii) amend or modify the  provisions  of Section 2.16 or Section  8.04(h),  the
provisions of this Section or the definition of the "Required Lenders",  without
the prior written consent of each Lender;  provided  further,  however,  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.  Each Lender  shall be bound by any waiver,  amendment or
modification  authorized by this Section and any consent by any Lender  pursuant
to this Section shall bind any assignee of its rights and interests hereunder.

                  SECTION  8.08.  Entire  Agreement.   This  Agreement  and  the
agreements  referred to in Section 2.06 constitute the entire contract among the
parties relative to the subject matter hereof.  Any previous agreement among the
parties  with  respect  to the  subject  matter  hereof  is  superseded  by this
Agreement.  Nothing in this  Agreement,  expressed  or  implied,  is intended to
confer  upon any party  other  than the  parties  hereto any  rights,  remedies,
obligations or liabilities under or by reason of this Agreement.

                  SECTION  8.09.  Severability.  In the event any one or more of
the provisions  contained in this Agreement  should be held invalid,  illegal or
unenforceable in any respect,  the validity,  legality and enforceability of the
remaining  provisions  contained  herein  shall  not in any way be  affected  or
impaired  thereby.  The parties  shall  endeavor in good-faith  negotiations  to
replace the invalid,  illegal or unenforceable  provisions with valid provisions
the economic  effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

                  SECTION 8.10. Counterparts.  This Agreement may be executed in
two or more counterparts,  each of which shall constitute an original but all of
which when taken  together shall  constitute but one contract,  and shall become
effective as provided in Section 8.03.

                  SECTION 8.11.  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 are not to affect the construction of, or to be taken
into consideration in interpreting, this Agreement.

                  SECTION  8.12.  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 obligations of either Borrower now or hereafter existing
under this  Agreement held by such Lender,  irrespective  of whether or not such
Lender  shall  have made any demand  under  this  Agreement  and  although  such
obligations may be unmatured.  Each Lender agrees promptly to notify the Company
and the  Administrative  Agent  after such setoff and  application  made by such
Lender,  but the  failure to give such notice  shall not affect the  validity of
such setoff and application. 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.

<PAGE>
                                                                              44

                  SECTION 8.13. Jurisdiction; Consent to Service of Process. (a)
Each Borrower hereby irrevocably and unconditionally submits, for itself and its
property,  to the  nonexclusive  jurisdiction  of any New  York  State  court or
Federal  court of the United States of America  sitting in New York County,  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.
Subject to the foregoing and to paragraph (b) below,  nothing in this  Agreement
shall  affect any right that any party  hereto may  otherwise  have to bring any
action or proceeding  relating to this Agreement  against any other party hereto
in the courts of any jurisdiction.

                  (b)  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  thereafter  have to the  laying  of venue of any
suit,  action or proceeding  arising out of or relating to this Agreement in any
New York State or Federal court.  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.

                  (c)  Each  party to this  Agreement  irrevocably  consents  to
service of process in the manner  provided for notices in Section 8.01.  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 8.14.  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 RESPECT OF ANY LITIGATION  DIRECTLY OR INDIRECTLY  ARISING
OUT OF,  UNDER OR IN  CONNECTION  WITH THIS  AGREEMENT.  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 other parties  hereto have been induced to enter into this Agreement
by, among other things, the mutual waivers and certification in this Section.

                  SECTION  8.15.  Conversion  of  Currencies.  (a)  If,  for the
purpose of  obtaining  judgment in any court,  it is  necessary to convert a sum
owing hereunder in one currency into another currency, each party hereto agrees,
to the fullest  extent that it may  effectively do so, that the rate of exchange
used shall be that at which in accordance with normal banking  procedures in the
relevant  jurisdiction  the first  currency  could be purchased  with such other
currency  on the  Business  Day  immediately  preceding  the day on which  final
judgment is given.

                  (b) The obligations of the Borrowers in respect of any sum due
to any  party  hereto or any  holder of the  obligations  owing  hereunder  (the
"Applicable  Creditor") shall,  notwithstanding  any judgment in a currency (the
"Judgment  Currency")  other than the currency in which such sum is stated to be
due hereunder (the "Agreement Currency"), be discharged only to the extent that,
on the  Business Day  following  receipt by the  Applicable  Creditor of any sum
adjudged to be so due in the Judgment Currency,  the Applicable  Creditor may in
accordance with normal banking procedures in the relevant  jurisdiction purchase
the  Agreement  Currency  with  the  Judgment  Currency;  if the  amount  of the
Agreement  Currency  so  purchased  is less than the sum  originally  due to the
Applicable  Creditor  in the  Agreement  Currency,  the  Borrowers  agree,  as a
separate  obligation and  notwithstanding  any such  judgment,  to indemnify the
Applicable  Creditor  against  such  loss.  The  obligations  of  the  Borrowers
contained in this Section 8.15 shall survive the  termination  of this Agreement
and the payment of all other amounts owing hereunder.

<PAGE>
                                                                              45


                  SECTION  8.16.  Confidentiality.  Each of the  Agents  and the
Lenders,  on behalf of itself and its Affiliates and agents,  agrees to maintain
the  confidentiality  of  the  Information  (as  defined  below),   except  that
Information  may be disclosed (a) to its Affiliates  involved in the preparation
and execution of this Agreement and the transactions  contemplated  thereby, and
to such Lender's and such 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);  (b) to the extent requested by any regulatory or self-regulatory
authority;  (c) to the extent  required by applicable  laws or regulations or by
any subpoena or similar legal process (it being  understood the applicable Agent
or Lender  shall  notify the  Company,  to the extent  permitted by law, of such
required  disclosure  within a reasonably  practicable  time after such Agent or
Lender gains  knowledge of the required  disclosure);  (d) to any other party to
this Agreement; (e) 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;   (f)  subject  to  an   agreement   containing   provisions
substantially  the  same  as  those  of  this  Section,  to any  assignee  of or
participant  in, or any  prospective  assignee of or participant  in, any of its
rights or obligations under this Agreement; (g) with the consent of the Company;
or (h) to the extent such Information (i) becomes publicly  available other than
as a result of a breach of this  Section  or (ii)  becomes  available  to either
Agent or any Lender on a  nonconfidential  basis from a source other than either
Borrower (it being  understood if disclosure  of such  Information  violates any
third-party  confidentiality  agreement with the Borrowers or their Subsidiaries
and the  representative  of the Agent or Lender involved has actual knowledge of
such third-party  confidentiality  agreement and was involved in the preparation
and execution of this Agreement or the transactions  contemplated  thereby, such
disclosure  shall  not  be  permitted).   For  the  purposes  of  this  Section,
"Information" means all confidential  information  received from either Borrower
relating to the Borrowers or any of their  Subsidiaries or the Borrowers' or any
of their  Subsidiaries'  businesses;  provided  that, in the case of information
received from either 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.

<PAGE>
                                                                              46

           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.


                                  THE HARTFORD FINANCIAL SERVICES GROUP,
                                  INC., as Borrower,

                                  by  /s/ John N. Giamalis
                                      ------------------------------------------
                                      Name: John N. Giamalis
                                      Title: Senior Vice President and Treasurer


                                  HARTFORD LIFE, INC., as Borrower,

                                  by  /s/ David T. Foy
                                      ------------------------------------------
                                      Name: David T. Foy
                                      Title: Senior Vice President and Treasurer


                                  JPMORGAN CHASE BANK, individually and as
                                  Co-Administrative Agent,

                                  by  /s/ Heather Lindstrom
                                      ------------------------------------------
                                      Name: Heather A. Lindstrom
                                      Title: Vice President


                                  CITIBANK, N.A., individually and as Co-
                                  Administrative Agent,

                                  by  Michael A. Taylor
                                      ------------------------------------------
                                      Name: Michael A. Taylor
                                      Title: VP




<PAGE>
                                                                              47



                                  BANK OF AMERICA, N.A., individually and
                                  as Co-Syndication Agent,

                                  by /s/ Leslie Nannen
                                     ------------------------------------------
                                     Name: Leslie Nannen
                                     Title: Vice President



<PAGE>
                                                                              48



                                  DEUTSCHE BANK AG, NEW YORK BRANCH,
                                  individually and as Co-Syndication Agent,

                                  by /s/ Ruth Leung
                                     ------------------------------------------
                                     Name: Ruth Leung
                                     Title: Director

                                  by /s/ Clinton Johnson
                                     ------------------------------------------
                                     Name: Clinton Johnson
                                     Title: Managing Director



<PAGE>
                                                                              49



                                  UBS AG, STAMFORD BRANCH, individually and
                                  as Co-Syndication Agent,

                                  by  /s/ Luke Goldsworthy
                                     ------------------------------------------
                                     Name: Luke Goldsworthy
                                     Title: Associate Director
                                            Banking Products Services, US

                                  by  /s/ Susan Brunner
                                     ------------------------------------------
                                     Name: Susan Brunner
                                     Title: Associate Director
                                            Banking Products Services, US



<PAGE>
                                                                              50

                                        SIGNATURE PAGE TO THE HARTFORD
                                        FINANCIAL SERVICES GROUP, INC. AND
                                        HARTFORD LIFE, INC.  COMPETITIVE
                                        ADVANCE AND REVOLVING CREDIT
                                        FACILITY AGREEMENT, DATED AS OF
                                        DECEMBER 31, 2002.







                LENDER:   Fleet National Bank
                         ------------------------------

                      by: /s/ George J. Urban
                          ------------------------------
                          Name: George J. Urban
                          Title: Portfolio Manager


<PAGE>


                                        SIGNATURE PAGE TO THE HARTFORD
                                        FINANCIAL SERVICES GROUP, INC. AND
                                        HARTFORD LIFE, INC.  COMPETITIVE
                                        ADVANCE AND REVOLVING CREDIT
                                        FACILITY AGREEMENT, DATED AS OF
                                        DECEMBER 31, 2002.







                LENDER:   Mellon Bank, N.A.
                         ------------------------------

                      by: /s/ Carrie Burnham
                          ------------------------------
                          Name: Carrie Burnhun
                          Title: Assistant Vice President


<PAGE>


                                        SIGNATURE PAGE TO THE HARTFORD
                                        FINANCIAL SERVICES GROUP, INC. AND
                                        HARTFORD LIFE, INC.  COMPETITIVE
                                        ADVANCE AND REVOLVING CREDIT
                                        FACILITY AGREEMENT, DATED AS OF
                                        DECEMBER 31, 2002.







                LENDER:   Morgan Stanley Bank
                         ------------------------------

                      by: /s/ Jaap L. Tonckens
                          ------------------------------
                          Name: Jaap L. Tonckens
                          Title: Vice President


<PAGE>


                                        SIGNATURE PAGE TO THE HARTFORD
                                        FINANCIAL SERVICES GROUP, INC. AND
                                        HARTFORD LIFE, INC.  COMPETITIVE
                                        ADVANCE AND REVOLVING CREDIT
                                        FACILITY AGREEMENT, DATED AS OF
                                        DECEMBER 31, 2002.







                LENDER:   State Street Bank and Trust Company
                         -------------------------------------

                      by: /s/ Edward M. Anderson
                          ------------------------------
                          Name: Edward M. Anderson
                          Title: Vice President


<PAGE>


                                        SIGNATURE PAGE TO THE HARTFORD
                                        FINANCIAL SERVICES GROUP, INC. AND
                                        HARTFORD LIFE, INC.  COMPETITIVE
                                        ADVANCE AND REVOLVING CREDIT
                                        FACILITY AGREEMENT, DATED AS OF
                                        DECEMBER 31, 2002.







                LENDER:   U.S. Bank National Association
                         -------------------------------------

                      by: /s/ Elliot Jaffee
                          ------------------------------
                          Name: Elliot Jaffee
                          Title: Senior Vice President


<PAGE>


                                        SIGNATURE PAGE TO THE HARTFORD
                                        FINANCIAL SERVICES GROUP, INC. AND
                                        HARTFORD LIFE, INC.  COMPETITIVE
                                        ADVANCE AND REVOLVING CREDIT
                                        FACILITY AGREEMENT, DATED AS OF
                                        DECEMBER 31, 2002.







                LENDER:   Wachovia Bank, National Association
                         -------------------------------------

                      by: /s/ Kimberly Shaffer
                          ------------------------------
                          Name: Kimberly Shaffer
                          Title: Director

<PAGE>


                                        SIGNATURE PAGE TO THE HARTFORD
                                        FINANCIAL SERVICES GROUP, INC. AND
                                        HARTFORD LIFE, INC.  COMPETITIVE
                                        ADVANCE AND REVOLVING CREDIT
                                        FACILITY AGREEMENT, DATED AS OF
                                        DECEMBER 31, 2002.







                LENDER:   Wells Fargo Bank, National Association
                         ---------------------------------------

                      by: /s/ Robert C. Meyer
                          ------------------------------
                          Name: Robert C. Meyer
                          Title: Vice President

                      by: /s/ Beth C. McGinntis
                          ------------------------------
                          Name: Beth C. McGinntis
                          Title: Vice President


<PAGE>
                                                                     EXHIBIT A-1




                         FORM OF COMPETITIVE BID REQUEST

JPMorgan Chase Bank,
as Administrative Agent
for the Lenders referred to below,
270 Park Avenue
New York, NY 10017

Attention:  [                   ]

Dear Ladies and Gentlemen:

                  The undersigned,  ________________________  (the  "Borrower"),
refers to the  Three-Year  Competitive  Advance and  Revolving  Credit  Facility
Agreement  dated  as of  December  31,  2002  (as it may be  amended,  modified,
extended  or restated  from time to time,  the  "3-Year  Agreement"),  among The
Hartford  Financial  Services  Group,  Inc.,  Hartford  Life,  Inc., the Lenders
parties   thereto,   and   JPMorgan   Chase   Bank  and   Citibank,   N.A.,   as
Co-Administrative  Agents (it being  agreed  that all  references  herein to the
Administrative  Agent shall be references to JPMorgan  Chase Bank).  Capitalized
terms used  herein and not  otherwise  defined  herein  shall have the  meanings
assigned to such terms in the 3-Year  Agreement.  The Borrower  hereby gives you
notice  pursuant to Section  2.03(a) of the 3-Year  Agreement that it requests a
Competitive  Borrowing under the 3-Year  Agreement,  and in that connection sets
forth below the terms on which such  Competitive  Borrowing  is  requested to be
made:

(A) Date of Competitive Borrowing
     (which is a Business Day)        ___________

(B) Principal amount of
     Competitive Borrowing 1/         ___________
                           -
(C) Interest rate basis 2/            ___________
                        -
(D) Interest Period and the
     last day thereof 3/              ___________
                      -


--------
      1/ Not less than $5,000,000  (and in integral  multiples of $1,000,000) or
      -
greater than the Total Commitment then available.
      2/ Eurocurrency Competitive Loan or Fixed Rate Loan.
      -
      3/ Which shall be subject to the  definition of "Interest  Period" and end
      -
not later than the Maturity Date.

<PAGE>

                  Upon  acceptance  of any or all of the  Loans  offered  by the
Lenders  in  response  to this  request,  the  Borrower  shall be deemed to have
represented  and warranted that the  conditions to lending  specified in Section
4.01(b) and (c) of the 3-Year Agreement have been satisfied.

                                                Very truly yours,

                                                [NAME OF BORROWER],

                                                by___________________________
                                                   Name:
                                                   Title: [Financial Officer]

<PAGE>

                                                                     EXHIBIT A-2






                    FORM OF NOTICE OF COMPETITIVE BID REQUEST


[Name of Lender]
[Address]

                                                                          [Date]

Attention:  [          ]

Dear Ladies and Gentlemen:

                  Reference is made to the  Three-Year  Competitive  Advance and
Revolving Credit Facility  Agreement dated as of December 31, 2002 (as it may be
amended,  modified,  extended  or  restated  from  time  to  time,  the  "3-Year
Agreement"),  among The Hartford Financial Services Group, Inc.,  Hartford Life,
Inc., the Lenders parties thereto,  and JPMorgan Chase Bank and Citibank,  N.A.,
as Co- Administrative  Agents (it being agreed that all references herein to the
Administrative  Agent shall be references to JPMorgan  Chase Bank).  Capitalized
terms used  herein and not  otherwise  defined  herein  shall have the  meanings
assigned to such terms in the 3-Year  Agreement.  [__________]  (the "Borrower")
made a  Competitive  Bid Request on _______, pursuant to Section  2.03(a) of the
3-Year Agreement, and in that connection you are invited to submit a Competitive
Bid by  [Date]/[Time].  1/ Your Competitive Bid must comply with Section 2.03(b)
                        -
of the 3-Year  Agreement and the terms set forth below on which the  Competitive
Bid Request was made:

(A) Date of Competitive Borrowing       ___________

(B) Principal amount of
     Competitive Borrowing              ___________

(C) Interest rate basis                 ___________

(D) Interest Period and the
     last day thereof                   ___________




                                                      Very truly yours,

                                                      JPMORGAN CHASE BANK,
                                                      as Administrative Agent,

                                                      by________________________
                                                         Name:
                                                         Title:

--------

     1/ The Competitive Bid must be received by the Administrative  Agent (i) in
     -
the case of Eurocurrency  Competitive  Loans, not later than 9:30 a.m., New York
City time, three Business Days before a proposed Competitive Borrowing, and (ii)
in the case of Fixed Rate Loans,  not later than 9:30 a.m.,  New York City time,
on the day of a proposed Competitive Borrowing.

<PAGE>

                                                                     EXHIBIT A-3






                             FORM OF COMPETITIVE BID


JPMorgan Chase Bank,
as Administrative Agent
for the Lenders referred to below,
270 Park Avenue
New York, N.Y. 10017

                                                                          [Date]

Attention:  [                ]

Dear Ladies and Gentlemen:

                  The  undersigned,  [Name of Lender],  refers to the Three-Year
Competitive Advance and Revolving Credit Facility Agreement dated as of December
31, 2002 (as it may be  amended,  modified,  extended  or restated  from time to
time, the "3-Year Agreement"), among The Hartford Financial Services Group, Inc,
Hartford Life,  Inc., the Lenders parties  thereto,  and JPMorgan Chase Bank and
Citibank, N.A., as Co-Administrative Agents (it being agreed that all references
herein to the Administrative  Agent shall be references to JPMorgan Chase Bank).
Capitalized  terms used herein and not otherwise  defined  herein shall have the
meanings assigned to such terms in the 3-Year Agreement.  The undersigned hereby
makes a Competitive Bid pursuant to Section 2.03(b) of the 3-Year Agreement,  in
response to the Competitive Bid Request made by [__________] (the "Borrower") on
________, 200[ ], and in that  connection  sets forth below  the  terms on which
such Competitive Bid is made:

(A) Principal Amount 1/

(B) Competitive Bid Rate 2/

(C) Interest Period and last
     day thereof

         The  undersigned  hereby  confirms that it is prepared,  subject to the
conditions set forth in the 3- Year Agreement,  to extend credit to the Borrower
upon  acceptance by the Borrower of this bid in accordance  with Section 2.03(d)
of the 3-Year Agreement.

                                        Very truly yours,

                                        [NAME OF LENDER],

                                        by____________________________
                                           Name:
                                           Title:
--------
      1/ Not less than  $5,000,000  or greater  than the  requested  Competitive
      -
Borrowing  and in  integral  multiples  of  $1,000,000.  Multiple  bids  will be
accepted by the Administrative Agent.
      2/ i.e., LIBO Rate + or - %, in the case of Eurocurrency Competitive Loans
      -
or %, in the case of Fixed Rate Loans.

<PAGE>


                                                                     EXHIBIT A-4




                  FORM OF COMPETITIVE BID ACCEPT/REJECT LETTER


                                                                          [Date]

JPMorgan Chase Bank,
as Administrative Agent
for the Lenders referred to below
270 Park Avenue
New York, N.Y. 10017

Attention:  [                     ]

Dear Ladies and Gentlemen:

         The undersigned,  ________________________ (the "Borrower"),  refers to
the Three-Year Competitive Advance and Revolving Credit Facility Agreement dated
as of December  31, 2002 (as it may be amended,  modified,  extended or restated
from  time to time,  the  "3-Year  Agreement"),  among  The  Hartford  Financial
Services Group,  Inc.,  Hartford Life,  Inc., the Lenders parties  thereto,  and
JPMorgan Chase Bank and Citibank,  N.A., as  Co-Administrative  Agents (it being
agreed  that  all  references  herein  to  the  Administrative  Agent  shall  be
references  to  JPMorgan  Chase  Bank).  Capitalized  terms used  herein and not
otherwise  defined herein shall have the meanings  assigned to such terms in the
3-Year Agreement.

         In accordance  with Section  2.03(c) of the 3-Year  Agreement,  we have
received a summary of bids in connection  with our Competitive Bid Request dated
______, and in  accordance  with Section  2.03(d) of the 3-Year  Agreement,  we
hereby accept the following bids for maturity on [date]:

Principal Amount                    Fixed Rate/Margin                  Lender

     $                                  [%]/[+/-.   %]
     $

We hereby reject the following bids:

Principal Amount                    Fixed Rate/Margin                  Lender

     $                                  [%]/[+/-.   %]
     $

         The $_____ should be deposited in JPMorgan Chase Bank account number
[             ] on [date].

                                             Very truly yours,

                                             [NAME OF BORROWER],

                                             by___________________________
                                                Name:
                                                Title:

<PAGE>

                                                                     EXHIBIT A-5










                        FORM OF STANDBY BORROWING REQUEST

JPMorgan Chase Bank,
as Administrative Agent
for the Lenders referred to below,
270 Park Avenue
New York, N.Y. 10017

                                                                          [Date]
Attention: [            ]

Dear Ladies and Gentlemen:

         The undersigned,  _______________________  (the "Borrower"),  refers to
the Three-Year Competitive Advance and Revolving Credit Facility Agreement dated
as of December  31, 2002 (as it may be amended,  modified,  extended or restated
from  time to time,  the  "3-Year  Agreement"),  among  The  Hartford  Financial
Services Group,  Inc.,  Hartford Life,  Inc., the Lenders parties  thereto,  and
JPMorgan Chase Bank and Citibank,  N.A., as  Co-Administrative  Agents (it being
agreed  that  all  references  herein  to  the  Administrative  Agent  shall  be
references  to  JPMorgan  Chase  Bank).  Capitalized  terms used  herein and not
otherwise  defined herein shall have the meanings  assigned to such terms in the
3-Year Agreement.  The Borrower hereby gives you notice pursuant to Section 2.04
of the 3-Year  Agreement that it requests a Standby  Borrowing  under the 3-Year
Agreement,  and in that  connection  sets  forth  below the terms on which  such
Standby Borrowing is requested to be made:

(A) Date of Standby Borrowing
     (which is a Business Day)       ___________

(B) Principal amount of
     Standby Borrowing 1/            ___________
                       -
(C) Interest rate basis 2/           ___________
                        -
(D) Interest Period and the
     last day thereof 3/             ___________
                      -

         Upon  acceptance  of any or all of the  Loans  made by the  Lenders  in
response to this request,  the Borrower shall be deemed to have  represented and
warranted that the conditions to lending specified in Section 4.01(b) and (c) of
the 3-Year Agreement have been satisfied.

                                            Very truly yours,

                                            [NAME OF BORROWER],

                                            by______________________________
                                              Name:
                                              Title: [Financial Officer]
--------
      1/ Not less than $20,000,000 (and in integral  multiples of $5,000,000) or
      -
greater than the Total Commitment then available.
      2/ Eurocurrency Standby Loan or ABR Loan.
      -
      3/ Which shall be subject to the  definition of "Interest  Period" and end
      -
not later than the Maturity Date.

<PAGE>


                                                                       EXHIBIT B




                                    [FORM OF]

                            ASSIGNMENT AND ACCEPTANCE

                                                              Dated:_____ , ____


                  Reference is made to the  Three-Year  Competitive  Advance and
Revolving  Credit Facility  Agreement dated as of December 31, 2002 (the "3-Year
Agreement"),  among The Hartford Financial Services Group, Inc.,  Hartford Life,
Inc., the Lenders parties thereto,  and JPMorgan Chase Bank and Citibank,  N.A.,
as  Co-Administrative  Agents (it being agreed that all references herein to the
Administrative  Agent shall be references to JPMorgan Chase Bank). Terms defined
in the 3-Year Agreement are used herein with the same meanings.

                  1. The Assignor hereby sells and assigns, without recourse, to
the Assignee,  and the Assignee hereby purchases and assumes,  without recourse,
from the  Assignor,  effective as of the  Effective  Date set forth  below,  the
interests set forth below (the "Assigned Interest") in the Assignor's rights and
obligations  under the 3-Year  Agreement,  including,  without  limitation,  the
interests  set forth below in the  Commitment  of the Assignor on the  Effective
Date and the Competitive Loans and Standby Loans owing to the Assignor which are
outstanding on the Effective  Date. Each of the Assignor and the Assignee hereby
makes  and  agrees  to be  bound  by all  the  representations,  warranties  and
agreements set forth in Section 8.04(c) of the 3-Year Agreement, a copy of which
has been received by each such party. From and after the Effective Date, (i) the
Assignee  shall  be a party  to and be bound  by the  provisions  of the  3-Year
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
3-Year Agreement.

                  2. This  Assignment and  Acceptance is being  delivered to the
Administrative  Agent  together with (i) if the Assignee is organized  under the
laws of a jurisdiction outside the United States, the forms specified in Section
2.19(g) of the 3-Year  Agreement,  duly completed and executed by such Assignee,
(ii) if the  Assignee is not  already a Lender  under the 3-Year  Agreement,  an
Administrative  Questionnaire  in the form  distributed  to such Assignee by the
Administrative Agent and (iii) a processing and recordation fee of $3,500.

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

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:


<PAGE>
                                                                               2





Effective  Date of  Assignment
(may not be fewer than 5 Business
Days after the Date of Assignment):


<TABLE>
<CAPTION>
                                                                                Percentage Assigned of
                                                                               Facility/Commitment (set
                                                                            forth, to at least 8 decimals,
                                                                           as a percentage of the Facility
                                    Principal Amount Assigned (and                and the aggregate
                                     identifying information as to                   Commitments
Facility                             individual Competitive Loans)            of all Lenders thereunder)
--------                             -----------------------------            --------------------------
<S>                                          <C>                                    <C>
Commitment Assigned:                         $____________                          ___________ %

Standby Loans:                               $____________                          ___________ %

Competitive Loans:                           $____________                          ___________ %

</TABLE>


The terms set forth and on the reverse side     Accepted:
hereof are hereby agreed to:

                                                THE HARTFORD FINANCIAL
                                                SERVICES GROUP, INC.,

________________________________,               by: ___________________________
as Assignor,                                        Name:
                                                    Title:
by: ____________________________
      Name:
      Title:


________________________________,
as Assignee,

by: ____________________________
      Name:
      Title:


<PAGE>
                                                                       EXHIBIT C


                                    [FORM OF]

                             OPINION OF COUNSEL FOR
                   THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                             AND HARTFORD LIFE, INC.



                                                       Brian S. Becker
                                                       Senior Vice President,
                                                       Director of Corporate Law
                                                       And Corporate Secretary
                                                       Law Department
                                                       Telephone 860 547 3338
                                                       Facsimile 860 547 6959


December 31, 2002

To The Lenders Listed on
Schedule A Attached Hereto
(the "Lenders")

Ladies and Gentlemen:

This  opinion  is being  rendered  to you  pursuant  to  Section  4.02(a) of the
Three-Year  Competitive  Advance and Revolving  Credit  Facility  Agreement (the
"Agreement")  among The  Hartford  Financial  Services  Group,  Inc., a Delaware
corporation  (the  "Company"),  Hartford  Life,  Inc.,  a  Delaware  corporation
("Hartford  Life") (the  Company and Hartford  Life are each herein  referred to
individually as a "Borrower" and collectively as the  "Borrowers"),  the lenders
named therein (the  "Lenders"),  and JPMorgan Chase Bank and Citibank,  N.A., as
Co-Administrative  Agents  for  the  Lenders.  Capitalized  terms  used  but not
otherwise  defined  herein  shall  have  the  meanings  ascribed  to them in the
Agreement.

In connection with this opinion,  as Senior Vice President of the Company,  I or
lawyers in the  Company's  legal staff working  under my  supervision,  have (i)
investigated  such questions of law, (ii) examined such corporate  documents and
records of the Borrowers,  certificates of public officials and other documents,
and (iii) received such  information  from officers and  representatives  of the
Borrowers as I have deemed  necessary  for the purpose of this  opinion.  I have
made  no  independent  investigation  as to the  information  contained  in such
documents,  records and certificates,  but I have no reason to believe that such
information is other than as reflected  therein.  In rendering  this opinion,  I
have assumed (i) the authenticity of all documents submitted to me as originals,
(ii) the  conformity to original  documents of all documents  submitted to me as
copies and (iii) the genuineness of all signatures.


<PAGE>
                                                                               2




Based upon the foregoing and subject to the  qualifications  set forth herein, I
am of the opinion that:

1.       Each Borrower (i) is a corporation duly incorporated,  validly existing
         and in good standing under the laws of the State of Delaware,  (ii) has
         all  requisite  corporate  power and  authority to own its property and
         assets  and  to  carry  on its  business  as now  conducted,  (iii)  is
         qualified to do business in every jurisdiction within the United States
         where such  qualification  is required,  except where the failure to so
         qualify would not result in a Material Adverse Effect on such Borrower,
         and (iv) has all  requisite  corporate  power and authority to execute,
         deliver and perform its  obligations  under the Agreement and to borrow
         funds thereunder.

2.       The  execution,  delivery  and  performance  by  each  Borrower  of the
         Agreement and the borrowings of each Borrower thereunder (collectively,
         the  "Transactions")  (i) have been duly  authorized  by all  requisite
         corporate  action and (ii) will not (a) (1)  violate any  provision  of
         law, statute,  rule or regulation  (including without  limitation,  the
         Margin  Regulations),  or of the certificates of incorporation or other
         constitutive  documents  or by-laws of the  Borrowers,  (2) violate any
         order of any governmental  authority,  or (3) to my knowledge,  violate
         any provision of any indenture,  agreement or other instrument to which
         a Borrower is a party or by which a Borrower or its  property is or may
         be bound, (b) to my knowledge,  be in conflict with, result in a breach
         of or  constitute  (along  or with  notice  or lapse of time or both) a
         default under any such indenture,  agreement or other instrument or (c)
         to my knowledge,  except as allowed under the Agreement,  result in the
         creation or  imposition  of any lien upon any property or assets of the
         Borrowers.

3.       The Agreement has been duly executed and delivered by the Borrowers and
         constitutes a valid and binding obligation of each Borrower enforceable
         against  each  Borrower  in  accordance  with  its  terms,  subject  to
         bankruptcy,  reorganization,  insolvency,  moratorium  or other similar
         laws of general application  relating to or affecting creditors' rights
         generally and general principles of equity (whenever applied by a court
         of law or equity).

4.       No action,  consent or approval of,  registration  or filing with,  any
         other  action by, any  government  authority  is or will be required in
         connection  with the  Transactions,  except  such as have  been made or
         obtained and are in full force and effect.

5.       Neither  Borrower  nor any of their  subsidiaries  is (a) except as set
         forth in the next sentence,  an "investment  company" as defined in, or
         subject to regulation  under,  the Investment  Company Act of 1940 (the
         "1940  Act") or (b) a "holding  company"  as defined  in, or subject to
         regulation under, the Public Utility Holding Company Act of 1935. While
         certain  subsidiaries  of the Borrowers are  "investment  companies" as
         defined  in  the  1940  Act,  the  transactions  contemplated  by  this
         Agreement  will not violate or require any  approval  under such Act or
         any regulations promulgated pursuant thereto.

The opinions  expressed above are limited to questions arising under the laws of
the State of Connecticut,  the General  Corporation Law of the State of Delaware
and the Federal laws of the United States of America.

With your  approval,  with  respect to my opinion in  paragraph 3 above,  I have
assumed  that the laws of the  State of New York are  identical  to those of the
State of Connecticut.

<PAGE>
                                                                               3



Also with your  approval,  I have  relied as to certain  matters on  information
obtained  from public  officials,  officers of the  Borrowers  and other sources
believed by me to be responsible  and I have assumed that the Agreement has been
duly  authorized,  executed and delivered by each of the Lenders and by JPMorgan
Chase Bank and Citibank, N.A. in their capacities as Co-Administrative Agents of
the Lenders.

This  opinion is rendered in my  capacity as an officer of the  Company,  and is
solely for your  benefit and may not be quoted or relied upon by, nor may copies
be delivered to, any other person,  nor used for any other  purpose,  without my
prior written consent in each instance.

Very truly yours,



Brian S. Becker


<PAGE>

</TEXT>
</DOCUMENT>
