FIRST AMERICAN CORP /TN/, 10-Q, 1995-05-11

FIRST AMERICAN CORP /TN/
10-Q, 1995-05-11
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1995

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 0-6198

FIRST AMERICAN CORPORATION

(Exact name of Registrant as specified in its charter)

TENNESSEE 62-0799975
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

FIRST AMERICAN CENTER, NASHVILLE, TENNESSEE 37237
(address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 615/748-2000

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes X No .
----- -----

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Common shares outstanding: 25,865,307 as of April 24, 1995.
<PAGE> 2

PART I. FINANCIAL INFORMATION

ITEM 1

FINANCIAL STATEMENTS

FOR QUARTER ENDED MARCH 31, 1995

2
<PAGE> 3

FIRST AMERICAN CORPORATION
AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENTS

<TABLE>
<CAPTION>
QUARTER ENDED
MARCH 31
--------------------------
1995 1994
---------- ----------
(IN THOUSANDS EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
INTEREST INCOME
Interest and fees on loans $102,242 $ 78,311
Interest and dividends on securities 32,513 30,773
Interest on Federal funds sold and securities
purchased under agreements to resell 803 1,193
Interest on time deposits with other banks and other interest 351 295
- ------------------------------------------------------------------------------------------------------------------------
Total interest income 135,909 110,572
- ------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest on deposits:
NOW accounts 3,742 3,774
Money market accounts 18,120 12,501
Regular savings 2,126 2,454
Certificates of deposit under $100,000 13,302 10,042
Certificates of deposit $100,000 and over 5,157 2,761
Other time and foreign 4,688 3,807
- ------------------------------------------------------------------------------------------------------------------------
Total interest on deposits 47,135 35,339
- ------------------------------------------------------------------------------------------------------------------------
Interest on short-term borrowings 11,312 5,144
Interest on long-term debt 4,410 939
- ------------------------------------------------------------------------------------------------------------------------
Total interest expense 62,857 41,422
- ------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME 73,052 69,150
PROVISION FOR LOAN LOSSES (NOTE 3) - -
- ------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 73,052 69,150
- ------------------------------------------------------------------------------------------------------------------------
NON-INTEREST INCOME
Service charges on deposit accounts 10,705 9,421
Commissions and fees on fiduciary activities 3,903 4,234
Investment services income and trading account revenue 2,833 2,652
Merchant discount fees 675 624
Net realized gain (loss) and write down on securities 17 (403)
Other income 6,072 7,107
- ------------------------------------------------------------------------------------------------------------------------
Total non-interest income 24,205 23,635
- ------------------------------------------------------------------------------------------------------------------------
NON-INTEREST EXPENSE
Salaries and employee benefits 34,209 31,668
Net occupancy expense 5,244 5,413
Equipment expense 3,452 3,587
Systems and processing expense 2,452 3,419
FDIC insurance expense 3,191 3,099
Marketing expense 2,030 1,690
Communication expense 2,421 1,986
Supplies expense 1,474 1,326
Foreclosed properties expense (income), net (614) (776)
Other expenses 5,866 5,533
- ------------------------------------------------------------------------------------------------------------------------
Total non-interest expense 59,725 56,945
- ------------------------------------------------------------------------------------------------------------------------
Income before income tax expense 37,532 35,840
Income tax expense 13,614 13,900
- ------------------------------------------------------------------------------------------------------------------------
NET INCOME $ 23,918 $ 21,940
========================================================================================================================
PER COMMON SHARE:
Net income $ 0.92 $ .84
Cash dividends 0.25 .21
========================================================================================================================
Weighted average common shares outstanding 26,094 26,041
========================================================================================================================
</TABLE>

See notes to consolidated financial statements.

3
<PAGE> 4

FIRST AMERICAN CORPORATION
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
--------------------------- --------------
1995 1994 1994
----------- ----------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 379,708 $ 358,477 $ 498,273
Time deposits with other banks 22,104 21,875 3,855
Securities:
Held to maturity (market value $1,396,141, $1,061,373 and
$1,410,504, respectively) 1,435,336 1,066,333 1,485,311
Available for sale (amortized cost $548,112, $1,027,337
and $685,880, respectively) 538,208 1,025,499 664,748
- ------------------------------------------------------------------------------------------------------------------------
Total securities 1,973,544 2,091,832 2,150,059
- ------------------------------------------------------------------------------------------------------------------------
Federal funds sold and securities purchased under
agreements to resell 69,164 257,338 26,634
Trading account securities 14,491 6,623 8,617
Loans:
Commercial 2,364,694 1,867,734 2,280,702
Consumer--amortizing mortgages 1,164,754 1,044,943 1,136,768
Consumer--other 1,049,720 1,015,843 1,042,688
Real estate--construction 137,140 96,622 127,228
Real estate--commercial mortgages and other 308,278 308,844 282,856
- ------------------------------------------------------------------------------------------------------------------------
Total loans 5,024,586 4,333,986 4,870,242
Unearned discount and net deferred loan fees 6,479 7,864 6,932
- ------------------------------------------------------------------------------------------------------------------------
Loans, net of unearned discount and net deferred
loan fees 5,018,107 4,326,122 4,863,310
Allowance for possible loan losses (note 3) 127,057 137,151 127,148
- ------------------------------------------------------------------------------------------------------------------------
Total net loans 4,891,050 4,188,971 4,736,162
- ------------------------------------------------------------------------------------------------------------------------
Premises and equipment, net 107,330 102,925 104,244
Foreclosed properties 9,578 17,171 9,607
Other assets 180,024 275,543 219,730
- ------------------------------------------------------------------------------------------------------------------------
Total assets $7,646,993 $7,320,755 $7,757,181
========================================================================================================================
LIABILITIES
Deposits:
Demand (non-interest-bearing) $1,081,231 $1,176,669 $1,243,863
NOW accounts 753,269 812,699 789,137
Money market accounts 1,683,243 1,466,220 1,590,164
Regular savings 360,928 435,144 392,089
Certificates of deposit under $100,000 1,149,742 1,117,603 1,122,848
Certificates of deposit $100,000 and over 458,876 334,119 355,221
Other time 302,282 321,337 307,439
Foreign 78,067 25,013 60,300
- ------------------------------------------------------------------------------------------------------------------------
Total deposits 5,867,638 5,688,804 5,861,061
- ------------------------------------------------------------------------------------------------------------------------
Short-term borrowings 800,714 867,950 929,840
Long-term debt 252,082 52,366 252,067
Other liabilities 96,774 136,035 97,517
- ------------------------------------------------------------------------------------------------------------------------
Total liabilities 7,017,208 6,745,155 7,140,485
- ------------------------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Common stock, $5 par value; authorized 50,000,000
shares; issued: 25,844,162 shares at March 31, 1995;
26,062,254 shares at March 31, 1994 and 26,144,846
shares at December 31, 1994 129,221 130,311 130,724
Capital surplus 109,833 118,439 119,549
Retained earnings 398,786 330,113 381,408
Deferred compensation on restricted stock (1,633) (2,138) (1,629)
- ------------------------------------------------------------------------------------------------------------------------
Realized shareholders' equity 636,207 576,725 630,052
Net unrealized gains (losses) on securities available
for sale, net of tax (6,422) (1,125) (13,356)
- ------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 629,785 575,600 616,696
- ------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $7,646,993 $7,320,755 $7,757,181
========================================================================================================================
</TABLE>

See notes to consolidated financial statements.

4
<PAGE> 5

FIRST AMERICAN CORPORATION
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
NET
UNREALIZED
DEFERRED GAINS
COMPENSATION (LOSSES)
ON ON SECURITIES
THREE MONTHS ENDED MARCH 31, 1994, AND COMMON CAPITAL RETAINED RESTRICTED AVAILABLE
MARCH 31, 1995 STOCK SURPLUS EARNINGS STOCK FOR SALE TOTAL
--------- --------- -------- ----------- --------- ---------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1994 $129,941 $117,015 $313,644 $ (940) $ 22,049 $581,709
Issuance of 28,853 common shares in
connection with Employee Benefit Plan, net
of discount on Dividend Reinvestment Plan 144 277 - - - 421
Issuance of 45,200 shares of restricted common
stock 226 1,147 - (1,373) - -
Amortization of deferred compensation on
restricted stock - - - 175 - 175
Net income - - 21,940 - - 21,940
Cash dividends declared ($.21 per common
share) - - (5,471) - - (5,471)
Change in net unrealized gains and losses on
securities available for sale, net of taxes - - - - (23,174) (23,174)
- ------------------------------------------------------------------------------------------------------------------------
Balance March 31, 1994 $130,311 $118,439 $330,113 $ (2,138) $ (1,125) $575,600
========================================================================================================================

Balance, January 1, 1995 $130,724 $119,549 $381,408 $ (1,629) $ (13,356) $616,696
Issuance of 87,416 common shares in
connection with Employee Benefit Plan, net
of discount on Dividend Reinvestment Plan 437 1,381 - - - 1,818
Issuance of 6,900 shares of restricted common
stock 35 171 - (206) - -
Repurchase of 395,000 shares of common stock (1,975) (11,268) - - - (13,243)
Amortization of deferred compensation on
restricted stock - - - 202 - 202
Net income - - 23,918 - - 23,918
Cash dividends declared ($.25 per common
share) - - (6,540) - - (6,540)
Change in net unrealized gains and losses on
securities available for sale, net of taxes - - - - 6,934 6,934
- ------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 1995 $129,221 $109,833 $398,786 $ (1,633) $ (6,422) $629,785
========================================================================================================================
</TABLE>

See notes to consolidated financial statements.

5
<PAGE> 6

FIRST AMERICAN CORPORATION
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
--------------------------
1995 1994
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 23,918 $ 21,940
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Provision for loan losses - -
Depreciation of premises and equipment 3,235 3,377
Amortization of intangible assets 858 788
Other amortization (accretion), net (2,502) (303)
Deferred income tax expense (benefit) 3,479 (1,090)
Net realized (gain) loss and write down on securities (17) 403
Net (gain) loss on sales of premises and equipment 17 (176)
Change in assets and liabilities:
Increase in accrued interest receivable (610) (743)
Increase (decrease) in accrued interest payable 2,721 (15)
(Increase) decrease in trading account securities (5,874) 5,640
(Increase) decrease in other assets 31,580 (107,336)
Increase (decrease) in other liabilities (3,457) 42,875
- ------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities 53,348 (34,640)
- ------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Net increase in time deposits with other banks (18,249) (19,680)
Proceeds from sales of securities available for sale 284,177 787,062
Proceeds from maturities of securities available for sale 4,300 86,899
Purchases of securities available for sale (148,840) (544,022)
Proceeds from maturities of securities held to maturity 77,683 48,331
Purchases of securities held to maturity (26,714) (457,126)
Net increase in Federal funds sold and securities
purchased under agreements to resell (42,530) (112,553)
Net (increase) decrease in loans (154,888) 16,993
Proceeds from sales of premises and equipment 43 748
Purchases of premises and equipment (6,381) (4,278)
- ------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (31,399) (197,626)
- ------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Net increase (decrease) in deposits 6,577 (1,754)
Net increase (decrease) in short-term borrowings (129,126) 111,187
Redemption of 7 5/8% debentures at 101.22% - (13,759)
Net proceeds from issuance of common stock 1,818 421
Cash dividends paid (6,540) (5,471)
Repurchase of common stock (13,243) -
- ------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities (140,514) 90,624
- ------------------------------------------------------------------------------------------------------------------------
Decrease in cash and due from banks (118,565) (141,642)
Cash and due from banks, January 1 498,273 500,119
- ------------------------------------------------------------------------------------------------------------------------
Cash and due from banks, March 31 $ 379,708 $ 358,477
========================================================================================================================
Cash paid during the period for:
Interest expense $ 60,136 $ 41,437
Income taxes 703 3,486
Noncash investing activities:
Foreclosures 98 775
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

See notes to consolidated financial statements.

6
<PAGE> 7

FIRST AMERICAN CORPORATION
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION
The consolidated financial statements have been prepared in conformity with
generally accepted accounting principles and general practices within the
banking industry.
The interim consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto presented in the
Corporation's 1994 Annual Report to Shareholders. The quarterly consolidated
financial statements reflect all adjustments which are, in the opinion of
management, necessary for a fair presentation of the results for interim
periods. Certain prior year amounts have been reclassified to conform with
current year presentation. The results for interim periods are not necessarily
indicative of results to be expected for the complete fiscal year.

(2) NONPERFORMING ASSETS
Nonperforming assets were as follows:

<TABLE>
<CAPTION>
MARCH 31 December 31
- ------------------------------------------------------------------------------------------------------------------------
(in thousands) 1995 1994 1994
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Non-accrual loans $ 10,505 $ 21,392 $ 11,510
Foreclosed properties 9,578 17,171 9,607
- ------------------------------------------------------------------------------------------------------------------------
Total nonperforming assets $ 20,083 $ 38,563 $ 21,117
========================================================================================================================
90 days or more past due
on accrual $ 7,329 $ 3,868 $ 4,530
========================================================================================================================
Nonperforming assets as a percent of
loans and foreclosed properties .40% .89% .43%
========================================================================================================================
</TABLE>

(3) ALLOWANCE FOR POSSIBLE LOAN LOSSES
Transactions in the allowance for possible loan losses were as follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
- ------------------------------------------------------------------------------------------------------------------------
(in thousands) 1995 1994
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Balance, January 1 $127,148 $134,124
Provision (credited) charged to operating expenses - -
- ------------------------------------------------------------------------------------------------------------------------
127,148 134,124
- ------------------------------------------------------------------------------------------------------------------------
Loans charged off 3,535 2,468
Recoveries of loans previously charged off (3,444) (5,495)
- ------------------------------------------------------------------------------------------------------------------------
Net charge-offs (recoveries) 91 (3,027)
- ------------------------------------------------------------------------------------------------------------------------
Balance, March 31 $127,057 $137,151
========================================================================================================================
</TABLE>

Allowance ratios were as follows:

7
<PAGE> 8

(4) LONG-TERM DEBT
On January 31, 1994, the Corporation redeemed the remaining balance of
approximately $13.6 million of its 7 5/8% debentures due in 2002, at a price of
101.22%.
The Corporation borrowed $100 million from the Federal Home Loan Bank on
August 2, 1994, and $100 million on December 29, 1994. Each advance has a
maturity of three years and interest which is payable and reprices monthly
based on LIBOR. At March 31, 1995, the average interest rate on the $200
million was 6.18%.

(5) ACQUISITIONS
In February 1995, the Corporation signed a definitive merger agreement
under which all of the outstanding shares of Heritage Federal Bancshares, Inc.
(Heritage Federal) will be exchanged for approximately $103 million of First
American Corporation common stock. Heritage Federal is a holding company for
Heritage Federal Bank for Savings, which is a savings bank with $521.5 million
in assets at December 31, 1994, is headquartered in Kingsport, Tennessee, and
operates 13 offices primarily in the East Tennessee areas of Tri-Cities,
Anderson County, and Roane County. The merger is expected to be completed
during the fourth quarter of 1995, subject to approval by regulatory
authorities and a vote of Heritage Federal shareholders.
On April 1, 1994, the Corporation consummated its purchase of all of the
outstanding shares of Fidelity Crossville Corp. (FCC), the parent company of
First Fidelity Savings Bank, F.S.B. (First Fidelity) located in Crossville,
Tennessee, for $6.5 million. First Fidelity was a Federal stock savings bank
with offices in Crossville and Fairfield Glade with total assets of $48.7
million on March 31, 1994. In conjunction with the acquisition, First Fidelity
was merged into First American National Bank and First Fidelity's two offices
became branches of First American National Bank. The transaction was accounted
for as a purchase.

(6) ACCOUNTING MATTERS
During 1993, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 114, "Accounting by Creditors for
Impairment of a Loan." SFAS No. 114 was amended in 1994 by SFAS No. 118,
"Accounting by Creditors for Impairment of a Loan--Income Recognition and
Disclosures." These pronouncements, which were adopted prospectively by the
Corporation on January 1, 1995, require that impaired loans be measured at the
present value of expected future cash flows discounted at the loan's effective
interest rate, at the loan's observable market price, or the fair value of the
collateral if the loan is collateral dependent. The Corporation's financial
position and results of operations were not materially impacted by the adoption
of SFAS No. 114 and SFAS No. 118.

(7) EARNINGS PER COMMON SHARE
Earnings per common share amounts are computed by dividing net income by
the weighted average number of common shares outstanding during each respective
period.

(8) COMMON STOCK
The Corporation purchased 395,000 shares of First American Corporation
stock in the open market during the first quarter of 1995 at a total cost of
$13.2 million. Under Tennessee law, such shares have been recognized as
authorized but unissued. Accordingly, the excess of the purchase price over
par has been reflected as a reduction from capital surplus.

8
<PAGE> 9

PART I. FINANCIAL INFORMATION

ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

FOR QUARTER ENDED MARCH 31, 1995

9
<PAGE> 10

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION

The following discussion should be read in conjunction with the
consolidated financial statements appearing within this report. Reference
should also be made to First American Corporation's 1994 Annual Report for a
complete discussion of factors that impact results of operations, liquidity,
and capital.

OVERVIEW
Net income for the first quarter of 1995 was $23.9 million, or $.92 per
share compared with $21.9 million, or $.84 per share, for the first quarter of
1994. The $2.0 million increase in first quarter 1995 earnings compared to the
same time last year included a $3.9 million increase in net interest income, a
$.6 million increase in non-interest income, and a $2.8 million increase in
non-interest expense. Return on average assets (ROA) and return on average
equity (ROE) were 1.28% and 15.22%, respectively.
In February 1995, First American signed a definitive merger agreement
under which all of the outstanding shares of Heritage Federal Bancshares, Inc.
(Heritage Federal) will be exchanged for approximately $103 million of First
American common stock. Heritage Federal is a holding company for Heritage
Federal Bank for Savings, which is a savings bank with $521.5 million in assets
at December 31, 1994, is headquartered in Kingsport, Tennessee, and operates
13 offices primarily in the East Tennessee areas of Tri-Cities, Anderson
County, and Roane County. The merger is expected to be completed during the
fourth quarter of 1995, subject to approval by regulatory authorities and a
vote of Heritage Federal shareholders.
On April 1, 1994, First American consummated its purchase of all of the
outstanding shares of Fidelity Crossville Corp. (FCC), the parent company of
First Fidelity Savings Bank, F.S.B.(First Fidelity) located in Crossville,
Tennessee, for $6.5 million. First Fidelity was a Federal stock savings bank
with offices in Crossville and Fairfield Glade, Tennessee, with total assets of
$48.7 million on March 31, 1994. In conjunction with the acquisition, First
Fidelity was merged into First American National Bank and First Fidelity's two
offices became branches of First American National Bank. The transaction was
accounted for as a purchase.

RESULTS OF OPERATIONS
NET INTEREST INCOME
Net interest income is First American's largest source of income and was
$73.9 million in the first quarter of 1995 on a taxable equivalent basis. This
was up $3.9 million, or 6%, from $70.0 million in the first quarter of 1994.
Net interest income is the difference between total interest income earned on
loans, securities, and other earning assets and total interest expense incurred
on deposits and other interest-bearing liabilities. Net interest income is
affected by the volume and mix of earning assets and interest-bearing
liabilities and the corresponding interest yields and costs.
Total interest income on a taxable equivalent basis amounted to $136.8
million for the first quarter of 1995, compared to $111.4 million for the first
quarter of 1994, an increase of $25.4 million, or 23%. Of the $25.4 million
increase, $16.9 million resulted from an increase in average yields and $8.5
million was due to a higher volume of earning assets (primarily loans). The
average yield on earning assets increased 98 basis points to 7.95% from 6.97%,
reflecting a higher interest rate environment in the first quarter of 1995
compared to the first quarter of 1994. For example, the national prime lending
rate and 5-year treasury security yields averaged 8.83% and 7.39%,
respectively, in the first quarter of 1995 compared to 6.02% and 5.48%,
respectively, in the first quarter of 1994. Average earning assets rose $492.6
million, or 8%, to $6.98 billion. Average loans increased $596.8 million, or
14%, to $4.90 billion, average securities declined $2.0 million to $1.99
billion, and average money market investments dropped $102.2 million to $80.3
million.

10
<PAGE> 11

Total interest expense in the first quarter of 1995 increased $21.4
million to $62.9 million from the first quarter of 1994. Of the increase,
$17.6 million was due to higher average interest rates paid on interest-bearing
funds and $3.8 million resulted from an increase in the volume of
interest-bearing liabilities. The average rate paid on interest-bearing
liabilities increased 124 basis points to 4.43% from 3.19%, reflecting a higher
interest rate environment. For example, the Federal funds rate averaged 5.95%
in the first quarter of 1995 versus 3.21% in the first quarter of 1994. In the
first quarter of 1995, average interest-bearing liabilities grew $489.0
million, or 9%, to $5.78 billion from $5.27 billion in the first quarter of
1994. Average interest-bearing deposits increased $170.3 million, or 4%, to
$4.66 billion, average short-term borrowings rose $123.5 million, or 17%, to
$847.6 million, and average long-term debt increased $195.2 million, or 343%,
to $252.1 million.
Net interest income increased primarily as a result of the increase in
the volume of earning assets partially offset by a lower net interest spread.
Net interest spread is the difference between the yield on earning assets and
the rate paid on interest-bearing liabilities. For the first quarter of 1995,
First American's net interest spread declined 26 basis points to 3.52% from
3.78% for the first quarter of 1994. This decline was due primarily to a 124
basis point increase in the rates paid on interest-bearing liabilities which
exceeded the 98 basis point increase in yields on earning assets. As the net
interest spread declined, the net interest margin, which is net interest income
expressed as a percentage of average earning assets, decreased to 4.30% for the
first quarter of 1995 as compared with 4.38% for the same quarter a year
earlier.

PROVISION FOR LOAN LOSSES
This topic is addressed under the caption "Allowance and Provision for
Possible Loan Losses."

NON-INTEREST INCOME
Total non-interest income was $24.2 million for the first quarter of 1995
compared with $23.6 million for the first quarter of 1994, an increase of $.6
million, or 2%. Non-interest income, excluding net securities losses totalled
$24.2 million, an increase of $.2 million, or 1%, from $24.0 million in the
first quarter of 1994. The increase from the first quarter of 1994 includes a
$1.3 million, or 14%, increase in service charges on deposit accounts primarily
due to a 10% increase in the number of retail deposit accounts and a $1.0
million, or 15%, decline in other income. Other income in the first quarter of
1994 included $.4 million of vendor incentives in excess of the current quarter
and a $.4 million gain on a leveraged lease buy-out with no corresponding gain
in the first quarter of 1995.

NON-INTEREST EXPENSE
Total non-interest expense increased $2.8 million, or 5%, to $59.7
million for the first quarter of 1995 compared with $56.9 million for the same
period in 1994. Salaries and employee benefits increased $2.5 million, or 8%,
from the same period in 1994 due to merit increases, incentive compensation,
and additional employees resulting from the transfer of certain computer
programming functions to the Company and the acquisition of First Fidelity.
Systems and processing expense declined $1.0 million from the first quarter of
1994 due to amendments in March 1994 to First American's agreement with an
outside vendor that provides data processing and telecommunication services.
The agreement was amended to transfer certain software programming functions to
First American which has resulted in cost reductions in systems and processing
expense and increases in other non-interest expense categories, such as
salaries and benefits. First American's operating efficiency ratio
(non-interest expense as a percentage of the sum of net interest income, on a
fully taxable basis, and non-interest income) equaled 60.9% in the first
quarter of 1995, essentially unchanged from the first quarter of 1994.

INCOME TAXES
During the first quarters of 1995 and 1994, First American's income tax
expense was $13.6 million and $13.9 million, respectively.

11
<PAGE> 12

ASSET/LIABILITY MANAGEMENT
First American has utilized off-balance-sheet derivative products for a
number of years in managing its interest rate sensitivity. The use of
non-complex, non-leveraged derivative products has reduced the Company's
exposure to changes in the interest rate environment. By using derivative
products such as interest rate swaps and futures contracts to alter the nature
of (hedge) specific assets or liabilities on the balance sheet (for example to
change a variable to a fixed rate obligation), the derivative product offsets
fluctuations in net interest income from the otherwise unhedged position. In
other words, if net interest income from the otherwise unhedged position
changes (increases or decreases) by a given amount, the derivative product
should produce close to the opposite result, making the combined amount
(otherwise unhedged position impact plus the derivative product position
impact) essentially unchanged. Derivative products have enabled First American
to improve its balance between interest-sensitive assets and interest-
sensitive liabilities by managing interest rate sensitivity, while continuing
to meet the lending and deposit needs of its customers.
In conjunction with managing interest rate sensitivity, at March 31,
1995, First American had derivatives with notional values totaling $1.84
billion. These derivatives had a net positive fair value (unrealized net
pre-tax gain) of $4.7 million. Notional amounts are key elements of derivative
financial instrument agreements. However, notional amounts do not represent
the amounts exchanged by the parties to derivatives and do not measure First
American's exposure to credit or market risks. The amounts exchanged are based
on the notional amounts and the other terms of the underlying derivative
agreements. At March 31, 1994, First American had derivatives with notional
values totaling $1.45 billion. These derivatives had a net positive fair value
of $4.7 million at March 31, 1994. The instruments utilized are noted in the
following table along with their notional amounts and fair values at March 31,
1995 and 1994.

<TABLE>
<CAPTION>
Weighted
Average
Weighted Average Rate Maturity
Related Variable Rate Notional ------------------------------- -------- Fair
(in thousands) Asset/Liability Amount Paid Received Years Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MARCH 31, 1995
Interest rate swaps Money market deposits $ 450,000 5.85% (1) 6.39% (2) 1.4 $ 6,679
Interest rate swaps Long-term debt 200,000 7.11 (1) 6.27 (3) 1.6 (860)
Interest rate swaps Loans 200,000 6.45 (3) 7.39 (1) 4.2 1,888
Forward interest rate
swaps Money market deposits 650,000 7.81 (4) N/A (4) 1.6 (4) (3,422)
Basis swaps Held to maturity securities 200,000 6.18 (5) 6.38 (3) .1 391
Futures contracts (6) Money market deposits 140,000 N/A N/A 1.6 (6) -
---------- -------
$1,840,000 $ 4,676
====================================================================================================================================
March 31, 1994
Interest rate swaps Money market deposits $ 900,000 4.49% (1) 3.67% (2) 1.0 $ 5,327
Basis swaps Held to maturity securities 200,000 3.46 (5) 3.25 (3) 1.1 (1,579)
Futures contracts (7) Money market deposits 350,000 N/A N/A 1.6 (7) 940
---------- -------
$1,450,000 $ 4,688
====================================================================================================================================
</TABLE>

(1) Fixed rate.
(2) Variable rate which reprices quarterly based on 3-month LIBOR except for
$25 million which reprices every 6 months based on 6-month LIBOR.
(3) Variable rate which reprices quarterly based on 3-month LIBOR.
(4) Forward swap periods begin in June 1995 for $200 million and December 1995
for $450 million. The rates to be paid are fixed and were set at the
inception of the contracts. Variable rates are based on 3-month LIBOR but
are currently unknown since they will not be established until the affected
periods begin.
(5) Variable rate which reprices quarterly based on 5-year constant maturity
Treasury rate less a constant spread.
(6) Represents $140 million short position of Eurodollar futures contracts
which in aggregate simulates a $35 million 2-year interest rate swap.
(7) Represents $350 million short position of Eurodollar futures contracts
which in aggregate simulates an $87.5 million 2-year interest rate swap.

Net interest income for the quarter ended March 31, 1995, was increased by
derivative products income of $1.2 million. Net interest income for the
quarter ended March 31, 1994, was decreased by $2.6 million derivative products
expense.
As First American's individual derivative contracts approach maturity,
they may be terminated and replaced with derivatives with longer maturities
which offer more interest rate risk protection. Deferred gains related to
terminated derivatives contracts amounted to $4.8 million at March 31, 1995,
and $.1 million at March 31, 1994. Deferred gains and losses on
off-balance-sheet derivative activities are recognized as interest income or
interest expense over the original covered periods.

12
<PAGE> 13

Credit risk exposure due to off-balance-sheet hedging is closely
monitored, and counterparts to these contracts are selected on the basis of
their credit worthiness, as well as their market-making ability. As of March
31, 1995, all outstanding derivative transactions were with counterparts with
credit ratings of A-2 or better. Enforceable bilateral netting contracts
between First American and its counterparts allow for the netting of gains and
losses in determining net credit exposure. First American's net credit
exposure on outstanding derivatives was $7.7 million on March 31, 1995. Given
the credit standing of the counterparts to the derivative contracts, Management
believes that this credit exposure is reasonable in light of its objectives.

FINANCIAL CONDITION
ASSETS
Total assets of First American rose $326.2 million, or 5%, to $7.65
billion at March 31, 1995, compared to $7.32 billion one year earlier. The
growth in total assets is primarily due to the $692.0 million, or 16%, increase
in loans, net of unearned discount and net deferred loan fees, to $5.02 billion
at March 31, 1995, from $4.33 billion at March 31, 1994. Leading the growth in
loans were commercial loans, which increased $497.0 million, or 27%, over a
broad range of industry categories and consumer amortizing mortgages, which
increased $119.8 million, or 11%. The increase in loan volume reflects the
positive economic conditions in Tennessee and selected markets in adjacent
states and the success of First American's marketing programs. Partially
offsetting the increase in loans was a decrease in Federal funds sold and
securities purchased under agreements to resell of $188.2 million, or 73%, and
a $118.3 million, or 6%, decline in total securities.

ALLOWANCE AND PROVISION FOR POSSIBLE LOAN LOSSES
Management's policy is to maintain the allowance for possible loan losses
at a level which is adequate to absorb estimated loan losses inherent in the
loan portfolio. The provision for loan losses is a charge (credit) to earnings
necessary, after loan charge-offs and recoveries, to maintain the allowance at
an appropriate level. Determining the appropriate level of the allowance and
the amount of the provision for loan losses involves uncertainties and matters
of judgment and therefore cannot be determined with precision.
In order to maintain the allowance at an appropriate level, First
American's loan loss methodology produced no provision for loan losses during
the first quarters of 1995 and 1994. The primary factors leading to no
provision for loan losses in the first quarter of 1995 were the continued
improvement in asset quality as discussed under the caption "Asset Quality" and
favorable net loan charge-off experience. In the first quarters of 1995 and
1994, gross charge-offs were $3.5 million and $2.5 million while recoveries
totalled $3.4 million and $5.5 million, respectively. Net charge-offs were
$.1 million in the first quarter of 1995 as compared to $3.0 million of net
recoveries in the first quarter of 1994.
The allowance for possible loan losses was $127.1 million at March 31,
1995, compared with $137.2 million at March 31, 1994. The allowance for
possible loan losses represented 2.53% and 3.17% of net loans at March 31, 1995
and 1994, respectively.
Effective January 1, 1995, First American adopted prospectively Statement
of Financial Accounting Standards (SFAS) No. 114, "Accounting by Creditors for
Impairment of a Loan," and SFAS No. 118, "Accounting by Creditors for
Impairment of a Loan--Income Recognition and Disclosure." These pronouncements
require that impaired loans be measured at the present value of expected future
cash flows discounted at the loan's effective interest rate, at the loan's
observable market price, or the fair value of the collateral if the loan is
collateral dependent. First American's financial position and results of
operations were not materially impacted by the adoption of SFAS No. 114 and
SFAS No. 118.

ASSET QUALITY
Nonperforming assets of the Corporation were $20.1 million at March 31,
1995, compared with $38.6 million at March 31, 1994, a decrease of 48%.
Nonperforming assets at March 31, 1995, represented .40% of total loans and
foreclosed properties, compared to .89% at March 31, 1994. At March 31, 1995,
nonperforming assets were comprised of $10.5 million of non-accrual loans and
$9.6 million of foreclosed properties.

13
<PAGE> 14

Other potential problem loans consist of loans that are currently not
considered nonperforming but on which information about possible credit
problems has caused Management to doubt the ability of the borrowers to comply
fully with present repayment terms. At March 31, 1995, loans totalling
approximately $72 million, while not considered nonperforming loans, were
classified in First American's internal loan grading system as substandard or
worse, compared with approximately $79 million of such loans at March 31, 1994.
Depending on the economy and other factors, these loans and others, which may
not be presently identified, could become nonperforming assets in the future.

LIABILITIES
Total deposits were $5.87 billion at March 31, 1995, an increase of $178.8
million, or 3%, from $5.69 billion a year earlier. Core deposits, which are
defined as total deposits excluding certificates of deposit $100,000 and over
and foreign deposits, totalled $5.33 billion at March 31, 1995 and 1994.
Long-term debt increased $199.7 million from March 31, 1994, to a balance of
$252.1 million at March 31, 1995, due to two separate $100.0 million advances
from the Federal Home Loan Bank occurring on December 29, 1994, and August 2,
1994.

CAPITAL POSITION
In the first quarter of 1995, First American declared cash dividends on
its common stock of $.25 per share compared to $.21 per share in the first
quarter of 1994, a 19% increase. The dividend payout ratio was 27% in the
first quarter of 1995 compared to 25% in the first quarter of 1994. Total
shareholders' equity was $629.8 million, or 8.24%, of total assets at March 31,
1995, as compared with $575.6 million, or 7.86%, of total assets at March 31,
1994. Book value per share was $24.37 and $22.09 on March 31, 1995 and 1994,
respectively.
First American purchased 395,000 shares of First American Corporation
stock in the open market during the first quarter of 1995 at an average price
of $33.52 per share. Under Tennessee law, such shares have been recognized as
authorized but unissued. Accordingly, the excess of the purchase price over
par has been reflected as a reduction from capital surplus.
The Federal Reserve Board and Office of the Comptroller of the Currency
(OCC) regulations require that bank holding companies and national banks
maintain minimum capital ratios. As of March 31, 1995, the Company and its
principal subsidiary, First American National Bank (FANB), had ratios which
exceeded the regulatory requirements to be classified as "well capitalized,"
the highest regulatory capital rating. At March 31, 1995, the Company and
FANB, respectively, had total risk-based capital ratios of 12.55% and 11.18%,
Tier I risk-based capital ratios of 10.44% and 9.92%, and Tier I leverage
capital ratios of 8.06% and 7.70%. In order to be considered well capitalized,
the total risk-based capital ratio must be a minimum of 10%, the Tier I
risk-based capital ratio must equal or exceed 6%, and the Tier I leverage
capital ratio must be 5% or greater.

LIQUIDITY
Liquidity management consists of maintaining sufficient cash levels to
fund operations and to meet the requirements of borrowers, depositors, and
creditors. Liquid assets, which include cash and cash equivalents (less
Federal Reserve Bank reserve requirements), money market instruments, and
securities that will mature within one year, amounted to $603.6 million and
$753.9 million at March 31, 1995 and 1994, respectively. The estimated average
maturity of securities was 5.1 years and 4.3 years at March 31, 1995 and 1994,
respectively. The average repricing life of the total securities portfolio was
2.4 years and 3.1 years at March 31, 1995 and 1994, respectively. The overall
liquidity position of the First American is further enhanced by a high
proportion of core deposits, which provide a stable funding base. Core
deposits comprised 91% of total deposits at March 31, 1995, versus 94% at March
31, 1994.
Effective March 31, 1995, the total commitment on First American's
revolving credit agreement was increased to $70 million from $50 million and
the termination date of the agreement was extended to March 31, 1998 from March
31, 1997. There were no revolving credit borrowings outstanding during the
first quarter of 1995.

14
<PAGE> 15

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Corporation and seven other financial institutions are
defendants in a class action lawsuit brought in the Circuit
Court of Shelby County, Tennessee. The lawsuit alleges
antitrust, unconscionability, usury, and contract claims
arising out of the defendants' returned check charges. The
asserted plaintiff class consists of depositors who have been
charged returned check or overdraft fees. The plaintiffs are
requesting compensatory and punitive damages of $25 million
against each defendant. The antitrust, unconscionability, and
usury claims were previously dismissed, and in December 1993,
the Circuit Court granted the defendants' motion for summary
judgment and dismissed the remaining claim. The plaintiffs
have appealed. In addition, an antitrust lawsuit alleging a
price fixing conspiracy has been filed by the plaintiffs
against the Corporation and eight other financial institutions
in the U.S. District Court for the Western District of
Tennessee. In March 1994, the District Court granted the
defendants' motion for summary judgment dismissing the action.
The plaintiffs have also appealed in this lawsuit. Management
believes these suits are without merit and, based upon
information currently known and on advice of counsel, that they
will not have a material adverse effect on the Corporation's
consolidated financial statements.

Also, there are from time to time other legal proceedings
pending against the Corporation and its subsidiaries. In the
opinion of management and counsel, liabilities, if any, arising
from such proceedings presently pending would not have a
material adverse effect on the consolidated financial
statements of the Corporation.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Number Description
------ ----------------------------------------------

10 $70 million revolving credit agreement and
amendments related thereto.

11 Statement regarding computation of per share
earnings is included in Note 7 to the
Consolidated Financial Statements for the
Quarter Ended March 31, 1995. See Part 1,
Item 1.

15 Letter regarding unaudited interim financial
information from KPMG Peat Marwick LLP, dated
April 20, 1995.

27 Financial Data Schedule for interim
year-to-date period ended March 31, 1995.
(for SEC use only)

(b) Reports on Form 8-K

A report on Form 8-K dated February 23, 1995, was filed under
item 5 disclosing that First American Corporation entered into
a definitive merger agreement under which all of the
outstanding shares of Heritage Federal Bancshares, Inc. will,
subject to certain terms and conditions, be exchanged for First
American Corporation common stock.

15
<PAGE> 16

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

FIRST AMERICAN CORPORATION
---------------------------
(Registrant)

/s/ Martin Simmons
----------------------------------------------
Martin E. Simmons
Executive Vice President, General Counsel,
Secretary and Principal Financial Officer

Date: May 3, 1995
---------------------------------

16
<PAGE> 17

FIRST AMERICAN CORPORATION

QUARTERLY STATEMENT ON FORM
10-Q

FOR QUARTER ENDED MARCH 31, 1995

EXHIBIT INDEX

Exhibit
Number Description
------ ----------------------------------------------

10 $70 million revolving credit agreement and
amendments related thereto.

15 Letter regarding unaudited interim financial
information from KPMG Peat Marwick LLP, dated
April 20, 1995.

27 Financial Data Schedule for interim
year-to-date period ended March 31, 1995.
(for SEC use only)

<PAGE> 1

Exhibit 10. $70 million revolving credit agreement and amendments related
thereto

AMENDED AND RESTATED CREDIT AGREEMENT

among

FIRST AMERICAN CORPORATION,

The Several Lenders
from Time to Time Parties Hereto

and

CHEMICAL BANK,
as Agent

DATED AS OF MARCH 31, 1994

18
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Other Definitional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

2.1 Revolving Credit Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.2 Revolving Credit Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.3 Procedure for Revolving Credit Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.4 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.5 Termination, Reduction or Extension of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.6 Optional Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.7 Conversion and Continuation Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.8 Minimum Amounts of Tranches . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.9 Interest Rates and Payment Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.10 Computation of Interest and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.11 Inability to Determine Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.12 Pro Rata Treatment and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
2.13 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
2.14 Requirements of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
2.15 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.16 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

SECTION 3. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

3.1 Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.2 No Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.3 Corporate Existence; Compliance with Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.4 Corporate Power; Authorization; Enforceable Obligations . . . . . . . . . . . . . . . . . . . . . . . . . 24
3.5 No Legal Bar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.6 No Material Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.7 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.8 Federal Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
3.9 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
3.10 Purpose of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 4. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

4.1 Conditions to Initial Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.2 Conditions to Each Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
</TABLE>

19
<PAGE> 3

<TABLE>
<S> <C>
SECTION 5. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

5.1 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.2 Certificates; Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.3 Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.4 Conduct of Business and Maintenance of Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.5 Maintenance of Adequate Regulatory Capital Requirements . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.6 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

SECTION 6. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

6.1 Financial Condition Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.2 Limitations on Fundamental Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
6.3 Limitation on Negative Pledges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
6.4 Limitation on Lines of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

SECTION 7. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

SECTION 8. THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

8.1 Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
8.2 Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
8.3 Exculpatory Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
8.4 Reliance by Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
8.5 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
8.6 Non-Reliance on Agent and Other Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
8.7 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
8.8 Agent in Its Individual Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

SECTION 9. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

9.1 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.3 No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.4 Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
9.5 Payment of Expenses and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
9.6 Successors and Assigns; Participations and Assignments; Purchasing Lenders . . . . . . . . . . . . . . . . 42
9.7 Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
9.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
9.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
9.10 Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
9.11 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
9.12 Waivers of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
</TABLE>

20
<PAGE> 4

SCHEDULES

Schedule I Commitment Amounts and Percentages;
Lending Offices; Addresses for Notice
Schedule II Consents and Authorizations
Schedule III Liens

EXHIBITS

Exhibit A Form of Revolving Credit Note
Exhibit B Form of Legal Opinion of Martin Simmons, Esq.
Exhibit C Form of Assignment and Assumption Agreement

21
<PAGE> 5

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 31,
1994, among First American Corporation, a Tennessee corporation (the
"Borrower"), the several banks and other financial institutions from time to
time parties to this Agreement (the "Lenders") and Chemical Bank, a New York
banking corporation, as agent for the Lenders hereunder (in such capacity, the
"Agent").

The parties hereto hereby agree as follows:

B A C K G R O U N D

A. Pursuant to that certain Credit Agreement (the "Original
Credit Agreement") dated as of March 31, 1993, the lenders made the Commitments
(as defined therein) to the Borrower, which Commitments are evidenced by the
Revolving Credit Notes (as defined therein).

B. In connection with the modification and extension of the
Original Credit Agreement, the Lenders have agreed to amend and restate the
provisions of the Original Credit Agreement in their entirety pursuant to the
provisions of this Agreement.

NOW, THEREFORE, the Lenders and the Borrower agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the following
terms shall have the following meanings:

"Affiliate": as to any Person, any other Person (other than a
Subsidiary) which, directly or indirectly, is in control of, is
controlled by, or is under common control with, such Person. For
purposes of this definition, "control" of a Person means the power,
directly or indirectly, either to (i) vote 10% or more of the
securities having ordinary voting power for the election of directors
of such Person or (ii) direct or cause the direction of the management
and policies of such Person, whether by contract or otherwise.

"Agreement": this Amended and Restated Credit Agreement, as
amended, supplemented or otherwise modified from time to time.

"Allowance for Possible Loan Losses": the allowance for
possible loan losses set forth on the consolidated balance sheet of
the Borrower and its Subsidiaries determined in accordance with GAAP.

"Alternate Base Rate": for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the greatest
of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in
effect on such day plus 1% and (c) 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 Agent as its prime rate in effect at its

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<PAGE> 6

principal office in New York City (each change in the Prime Rate to be
effective on the date such change is publicly announced); "Base CD
Rate" shall mean the sum of (a) the product of (i) the Three-Month
Secondary CD Rate and (ii) a fraction, the numerator of which is one
and the denominator of which is one minus the C/D Reserve Percentage
and (b) the C/D Assessment Rate; "Three-Month Secondary CD Rate" shall
mean, for any day, the secondary market rate for three-month
certificates of deposit reported as being in effect on such day (or,
if such day shall not be a Business Day, the next preceding Business
Day) by the Board of Governors of the Federal Reserve System (the
"Board") through the public information telephone line of the Federal
Reserve Lender of New York (which rate will, under the current
practices of the Board, be published in Federal Reserve Statistical
Release H.15(519) during the week following such day), or, if such
rate shall not be so reported on such day or such next preceding
Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New
York City received at approximately 10:00 A.M., New York City time, on
such day (or, if such day shall not be a Business Day, on the next
preceding Business Day) by the Agent from three New York City
negotiable certificate of deposit dealers of recognized standing
selected by it; and "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 published on the next succeeding Business
Day by the Federal Reserve Lender of New York, or, if such rate is not
so published for any day which is a Business Day, the average of the
quotations for the day of such transactions received by the Agent from
three federal funds brokers of recognized standing selected by it. If
for any reason the Agent shall have determined (which determination
shall be conclusive absent manifest error) that it is unable to
ascertain the Base CD Rate or the Federal Funds Effective Rate, or
both, for any reason, including the inability or failure of the Agent
to obtain sufficient quotations in accordance with the terms thereof,
the Alternate Base Rate shall be determined without regard to clause
(b) or (c), or both, of the first sentence of this definition, as
appropriate, 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, the Three-Month Secondary CD Rate or the Federal
Funds Effective Rate shall be effective on the effective day of such
change in the Prime Rate, the Three-Month Secondary CD Rate or the
Federal Funds Effective Rate, respectively.

"Alternate Base Rate Loans": Loans the rate of interest
applicable to which is based upon the Alternate Base Rate.

"Applicable Margin": for any date (i) 0% with respect to
Alternate Base Rate Loans, (ii) 3/8 of 1% with respect to Eurodollar
Loans and C/D Rate Loans provided that, after giving effect to any
Loans made by the Lenders on such date and after giving effect to any
repayment of any Loans on such date, the aggregate Loans outstanding
are less than 50% of the Commitments and (iii) 1/2 of 1% with respect
to Eurodollar Loans and C/D Rate Loans provided that, before giving

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<PAGE> 7

effect to the Loans to be made by the Lenders on any Borrowing Date,
the aggregate Loans outstanding are greater than or equal to 50% of
the Commitments.

"Available Commitment": as to any Lender at any time, an
amount equal to the excess, if any, of (a) the amount of such Lender's
Commitment over (b) the aggregate principal amount of all Loans made
by such Lender then outstanding.

"Bank Subsidiary": each of First American National Bank,
First American Trust Company, N.A. and First American National Bank of
Kentucky.

"Borrowing Date": any Business Day specified in a notice
pursuant to subsection 2.3 as a date on which the Borrower requests
the Lenders to make Loans hereunder.

"Business Day": a day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or
required by law to close.

"Capital Stock": any and all shares, interests,
participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership interests in
a Person (other than a corporation) and any and all warrants or
options to purchase any of the foregoing.

"C/D Assessment Rate": for any day as applied to any C/D Rate
Loan or any Alternate Base Rate Loan, the annual assessment rate in
effect on such day which is payable by a member of the Bank Insurance
Fund maintained by the Federal Deposit Insurance Corporation (the
"FDIC") classified as well-capitalized and within supervisory subgroup
"B" (or a comparable successor assessment risk classification) within
the meaning of 12 C.F.R. Section 327.3(d) (or any successor
provision) to the FDIC (or any successor) for the FDIC's (or such
successor's) insuring time deposits at offices of such institution in
the United States.

"C/D Base Rate": with respect to each day during each
Interest Period pertaining to a C/D Rate Loan, the rate of interest
per annum determined by the Agent to be the rate notified to the Agent
by Chemical as the average rate bid at 9:00 A.M., New York City time,
or as soon thereafter as practicable, one Business Day prior to such
Interest Period by a total of three certificate of deposit dealers of
recognized standing selected by Chemical for the purchase at face
value from Chemical of its certificates of deposit in an amount
comparable to the C/D Rate Loan of Chemical to which such Interest
Period applies and having a maturity comparable to such Interest
Period.

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<PAGE> 8

"C/D Rate": with respect to each day during each Interest
Period pertaining to a C/D Rate Loan, a rate per annum determined for
such day in accordance with the following formula (rounded upward to
the nearest 1/100th of 1%):

C/D Base Rate + C/D Assessment Rate
--- ---- ----
1.00 - C/D Reserve Percentage

"C/D Rate Loans": Loans the rate of interest applicable to
which is based upon the C/D Rate.

"C/D Reserve Percentage": for any day as applied to any C/D
Rate Loan, that percentage (expressed as a decimal) which is in effect
on such day, as prescribed by the Board of Governors of the Federal
Reserve System (or any successor), for determining the maximum reserve
requirement for a member bank of the Federal Reserve System in New
York City with deposits exceeding one billion Dollars in respect of
new non-personal time deposits in Dollars in New York City having a
maturity comparable to the Interest Period for such C/D Rate Loan and
in an amount of $100,000 or more.

"Change in Control": of any corporation, (a) any Person or
"group" (as defined in Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended), other than the Borrower, that shall acquire more
than 50% of the Voting Stock of such corporation or (b) any Person or
group (as defined in preceding clause (a)), other than the Borrower,
that shall acquire more than 20% of the Voting Stock of such
corporation and, at any time following an acquisition described in
this clause (b), the Continuing Directors shall not constitute a
majority of the board of directors of such corporation.

"Chemical": Chemical Bank.

"Closing Date": the date on which all of the conditions
precedent for the Closing Date set forth in subsection 4.1 shall have
been fulfilled.

"Commitment": as to any Lender, the obligation of such Lender
to make Loans to the Borrower hereunder in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth
opposite such Lender's name on Schedule I, as such amount may be
reduced from time to time in accordance with the provisions of this
Agreement.

"Commitment Percentage": as to any Lender at any time, the
percentage which such Lender's Commitment then constitutes of the
aggregate Commitments (or, at any time after the Commitments shall
have expired or terminated, the percentage which the aggregate
principal amount of such Lender's Loans then outstanding constitutes
of the aggregate principal amount of the Loans then outstanding).

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<PAGE> 9

"Commitment Period": the period from and including the date
hereof to but not including the Termination Date or such earlier date
on which the Commitments shall terminate as provided herein.

"Consolidated Assets": the consolidated assets of the
Borrower and its Subsidiaries, determined in accordance with GAAP.

"Consolidated Net Income": the consolidated net income of the
Borrower and its Subsidiaries, determined in accordance with GAAP.

"Consolidated Total Indebtedness": the aggregate of all
Indebtedness of the Borrower and its Subsidiaries on a consolidated
basis.

"Consolidated Tangible Net Worth": Consolidated Assets of the
Borrower and its Subsidiaries less (a) the intangible assets of the
Borrower and its Subsidiaries (including, but not limited to, deposit
rights and goodwill) and (b) the consolidated liabilities of the
Borrower and its Subsidiaries, in each case determined in accordance
with GAAP.

"Continuing Director": any member of the Board of Directors
of the Borrower who is a member of such Board on the date of this
Agreement, and any Person who is a member of such Board and whose
nomination as a director was approved by a majority of the Continuing
Directors then on such Board.

"Contractual Obligation": as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or
other undertaking to which such Person is a party or by which it or
any of its property is bound.

"Default": any of the events specified in Section 7, whether
or not any requirement for the giving of notice, the lapse of time, or
both, or any other condition, has been satisfied.

"Dollars" and "$": dollars in lawful currency of the United
States of America.

"Domestic Dollar Loans": the collective reference to C/D Rate
Loans and Alternate Base Rate Loans.

"Double Leverage Ratio": the ratio of (a) investments in
Subsidiaries, at cost adjusted for equity in earnings, to (b) total
shareholders' equity in each case set forth on the condensed balance
sheet of the Borrower and determined in accordance with GAAP.

"Eurocurrency Reserve Requirements": for any day as
applied to a Eurodollar Loan, the aggregate (without duplication) of
the maximum rates (expressed as a decimal fraction) of reserve
requirements in effect on such day (including, without limitation,
basic, supplemental, marginal and emergency reserves under any
regulations of the Board of Governors of the

26
<PAGE> 10

Federal Reserve System or other Governmental Authority having
jurisdiction with respect thereto) dealing with reserve requirements
prescribed for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of such Board) maintained
by a member bank of such System.

"Eurodollar Base Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum
equal to the rate at which Chemical is offered Dollar deposits at or
about 10:00 A.M., New York City time, three Working Days prior to the
beginning of such Interest Period in the interbank eurodollar market
where the eurodollar and foreign currency and exchange operations in
respect of its Eurodollar Loans are then being conducted for delivery
on the first day of such Interest Period for the number of days
comprised therein and in an amount comparable to the amount of its
Eurodollar Loan to be outstanding during such Interest Period.

"Eurodollar Loans": Loans the rate of interest applicable to
which is based upon the Eurodollar Rate.

"Eurodollar Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, a rate per annum
determined for such day in accordance with the following formula
(rounded upward to the nearest 1/100th of 1%):

Eurodollar Base Rate
---------- ---- ----
1.00 - Eurocurrency Reserve Requirements

"Event of Default": any of the events specified in Section 7,
provided that any requirement for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.

"Extension Lender": as defined in subsection 2.5(b).

"Extension Period": as defined in subsection 2.5(b).

"Financing Lease": any lease of property, real or personal,
the obligations of the lessee in respect of which are required in
accordance with GAAP to be capitalized on a balance sheet of the
lessee.

"GAAP": generally accepted accounting principles in the
United States of America consistent with those utilized in preparing
the audited financial statements referred to in subsection 3.1.

"Governmental Authority": any nation or government, any state
or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

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<PAGE> 11

"Guarantee Obligation": as to any Person (the "guaranteeing
person"), any obligation of (a) the guaranteeing person or (b) another
Person (including, without limitation, any bank under any letter of
credit) to induce the creation of which the guaranteeing person has
issued a reimbursement, counterindemnity or similar obligation, in
either case guaranteeing or in effect guaranteeing any Indebtedness,
leases, dividends or other obligations (the "primary obligations") of
any other third Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation
of the guaranteeing person, whether or not contingent, (i) to purchase
any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for
the purchase or payment of any such primary obligation or (2) to
maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary
obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation
of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of
any such primary obligation against loss in respect thereof; provided,
however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary
course of business. The amount of any Guarantee Obligation of any
guaranteeing person shall be deemed to be the lower of (a) an amount
equal to the stated or determinable amount of the primary obligation
in respect of which such Guarantee Obligation is made and (b) the
maximum amount for which such guaranteeing person may be liable
pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for
which such guaranteeing person may be liable are not stated or
determinable, in which case the amount of such Guarantee Obligation
shall be such guaranteeing person's maximum reasonably anticipated
liability in respect thereof as determined by the Borrower in good
faith.

"Indebtedness": of any Person at any date, (a) all
indebtedness or other obligations of such Person for borrowed money or
for the deferred purchase price of property or services (but not
including any amounts classified in accordance with GAAP as current
accounts payable and not arising out of any indebtedness or obligation
for borrowed money or pursuant to conditional sales or other title
retention agreements or purchase option obligations), excluding,
however, in the case of any Bank Subsidiary, (i) indebtedness in
respect of deposits made in ordinary course of banking business, (ii)
obligations in respect of federal funds purchased in the ordinary
course of banking business, (iii) indebtedness in respect of
agreements in the ordinary course of banking business to purchase or
repurchase securities or loans, and (iv) indebtedness arising out of
transactions in the normal course of banking business, other than
capital notes, commercial paper or similar debt obligations of such
Bank Subsidiary; (b) all indebtedness or other obligations of any
other Person for borrowed money or for the deferred purchase price of
property or services in respect of which such Person is liable,
contingently or otherwise, to pay or advance money or property as
surety, endorsed or otherwise (except as endorser for collection in
the ordinary course of business), or which such Person has agreed to
purchase or otherwise acquire,

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<PAGE> 12

excluding, however, in the case of any Bank Subsidiary, contingent
liabilities incurred in the ordinary course of its banking business
(including, without limitation, banker's acceptances, trade
acceptances, letters of credit and finance acceptances); (c) all
indebtedness or other obligations of any other Person for borrowed
money or for the deferred purchase price of property or services
secured by (or for which the holder of such indebtedness has an
existing right, contingent or otherwise, to be secured by) any
mortgage, deed of trust, pledge, lien, security interest or other
charge or encumbrance upon or in property (including, without
limitation, accounts and contract rights) owned by such Person,
whether or not such Person has assumed or become liable for the
payment of such indebtedness or obligations, excluding, however, in
the case of any Bank Subsidiary, indebtedness in respect of advances
from the Federal Home Loan Bank (the "FHLB"); and (d) in the case of
any Bank Subsidiary, any capital note due to any Person other than an
Affiliate of such Bank Subsidiary.

"Interest Payment Date": (a) as to any Alternate Base Rate
Loan, the last day of each March, June, September and December to
occur while such Loan is outstanding and (b) as to any Eurodollar Loan
or any C/D Rate Loan, the last day of such Interest Period.

"Interest Period": (a) with respect to any Eurodollar Loan:

(i) initially, the period commencing on the borrowing
or conversion date, as the case may be, with respect to such
Eurodollar Loan and ending one, two or three months
thereafter, as selected by the Borrower in its notice of
borrowing or notice of conversion, as the case may be, given
with respect thereto; and

(ii) thereafter, each period commencing on the last day
of the next preceding Interest Period applicable to such
Eurodollar Loan and ending one, two or three months
thereafter, as selected by the Borrower by irrevocable notice
to the Agent not less than three Working Days prior to the
last day of the then current Interest Period with respect
thereto;

and (b) with respect to any C/D Rate Loan:

(i) initially, the period commencing on the borrowing
or conversion date, as the case may be, with respect to such
C/D Rate Loan and ending 30, 60 or 90 days thereafter, as
selected by the Borrower in its notice of borrowing or notice
of conversion, as the case may be, given with respect thereto;
and

(ii) thereafter, each period commencing on the last day
of the next preceding Interest Period applicable to such C/D
Rate Loan and ending 30, 60 or 90 days thereafter, as selected
by the Borrower by irrevocable notice to the Agent not less
than one Business Day prior to the last day of the then
current Interest Period with respect thereto;

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<PAGE> 13

provided that, all of the foregoing provisions relating to Interest
Periods are subject to the following:

(1) if any Interest Period pertaining to a Eurodollar
Loan would otherwise end on a day that is not a Working Day,
such Interest Period shall be extended to the next succeeding
Working Day unless the result of such extension would be to
carry such Interest Period into another calendar month in
which event such Interest Period shall end on the immediately
preceding Working Day;

(2) if any Interest Period pertaining to a C/D Rate
Loan would otherwise end on a day that is not a Business Day,
such Interest Period shall be extended to the next succeeding
Business Day;

(3) any Interest Period that would otherwise extend
beyond the Termination Date shall end on the Termination Date;

(4) any Interest Period pertaining to a Eurodollar Loan
that begins on the last Working Day of a calendar month (or on
a day for which there is no numerically corresponding day in
the calendar month at the end of such Interest Period) shall
end on the last Working Day of a calendar month; and

(5) the Borrower shall select Interest Periods so as
not to require a payment or prepayment of any Eurodollar Loan
or C/D Rate Loan during an Interest Period for such Loan.

"Lien": any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge or
other security interest or any preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title
retention agreement and any Financing Lease having substantially the
same economic effect as any of the foregoing).

"Loan": any loan made by any Lender pursuant to this
Agreement.

"Loan Documents": this Agreement and the Revolving Credit
Notes.

"Material Adverse Effect": a material adverse effect on (a)
the business, operations, property, condition (financial or otherwise)
or prospects of the Borrower and its Subsidiaries taken as a whole,
(b) the ability of the Borrower to perform its obligations under this
Agreement or any of the Revolving Credit Notes or (c) the validity or
enforceability of this Agreement or any of the Revolving Credit Notes
or the rights or remedies of the Agent or the Lenders hereunder or
thereunder.

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<PAGE> 14

"Non-Performing Assets": the aggregate of all non-accrual
loans, restructured loans, those loans more than 90 days past due and
foreclosed properties of the Borrower and its Subsidiaries on a
consolidated basis.

"Person": an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint
venture, Governmental Authority or other entity of whatever nature.

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

"Requested Termination Date": as defined in subsection 2.5(b).

"Required Lenders": at any time, Lenders the Commitment
Percentages of which aggregate at least 60%.

"Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or
any of its property or to which such Person or any of its property is
subject.

"Responsible Officer": the chief executive officer, the
president or the chief administrative officer of the Borrower or, with
respect to financial matters, the chief administrative officer, the
chief financial officer or the treasurer of the Borrower.

"Revolving Credit Loans": as defined in subsection 2.1.

"Revolving Credit Note": as defined in subsection 2.2.

"Shareholders' Equity": the total shareholders' equity set
forth on the consolidated balance sheet of the Borrower and its
Subsidiaries determined in accordance with GAAP.

"Subsidiary": as to any Person, a corporation, partnership or
other entity of which shares of stock or other ownership interests
having ordinary voting power (other than stock or such other ownership
interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other
managers of such corporation, partnership or other entity are at the
time owned, or the management of which is otherwise controlled,
directly or indirectly through one or more intermediaries, or both, by
such Person. Unless otherwise qualified, all references to a
"Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
Subsidiary or Subsidiaries of the Borrower.

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<PAGE> 15

"Termination Date": the date which is three years after the
date hereof (or, if such date is not a Business Day, the immediately
preceding Business Day), or such other Business Day to which the
Termination Date may be extended pursuant to subsection 2.5.

"Tranche": the collective reference to Eurodollar Loans or
C/D Rate Loans the Interest Periods with respect to all of which begin
on the same date and end on the same later date (whether or not such
Loans shall originally have been made on the same day).

"Type": as to any Loan, its nature as an Alternate Base Rate
Loan, a Eurodollar Loan or a C/D Rate Loan.

"Voting Stock": of any corporation, shares of capital stock
or other securities of such corporation entitled to vote generally in
the election of directors of such corporation.

"Working Day": any Business Day on which dealings in foreign
currencies and exchange between banks may be carried on in London,
England.

1.2 Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the Revolving Credit Notes or any certificate or other
document made or delivered pursuant hereto.

(b) As used herein and in the Revolving Credit Notes, and any
certificate or other document made or delivered pursuant hereto, accounting
terms relating to the Borrower and its Subsidiaries not defined in subsection
1.1 and accounting terms partly defined in subsection 1.1, to the extent not
defined, shall have the respective meanings given to them under GAAP.

(c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

(d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 Revolving Credit Commitments. (a) Subject to the terms
and conditions hereof, each Lender severally agrees to make revolving credit
loans ("Revolving Credit Loans") to the Borrower from time to time during the
Commitment Period in an aggregate principal amount at any one time outstanding
not to exceed the amount of such Lender's Commitment. During the Commitment
Period the Borrower may use the Commitments by borrowing, prepaying the

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<PAGE> 16

Revolving Credit Loans in whole or in part, and reborrowing, all in accordance
with the terms and conditions hereof.

(b) The Revolving Credit Loans may from time to time be (i)
Eurodollar Loans, (ii) Alternate Base Rate Loans, (iii) C/D Rate Loans or (iv)
a combination thereof, as determined by the Borrower and notified to the Agent
in accordance with subsections 2.3 and 2.7, provided that no Revolving Credit
Loan shall be made as a Eurodollar Loan or a C/D Rate Loan after the day that
is one month or 30 days, respectively, prior to the Termination Date.

2.2 Revolving Credit Notes. The Revolving Credit Loans made
by each Lender shall be evidenced by a promissory note of the Borrower,
substantially in the form of Exhibit A, with appropriate insertions as to
payee, date and principal amount (a "Revolving Credit Note"), payable to the
order of such Lender and in a principal amount equal to the lesser of (a) the
amount of the initial Commitment of such Lender and (b) the aggregate unpaid
principal amount of all Revolving Credit Loans made by such Lender. Each
Lender is hereby authorized to record the date, Type and amount of each
Revolving Credit Loan made by such Lender, each continuation thereof, each
conversion of all or a portion thereof to another Type, the date and amount of
each payment or prepayment of principal thereof and, in the case of Eurodollar
Loans and C/D Rate Loans, the length of each Interest Period with respect
thereto, on the schedule annexed to and constituting a part of its Revolving
Credit Note. Each Revolving Credit Note shall (x) be dated the Closing Date,
(y) be stated to mature on the Termination Date and (z) provide for the payment
of interest in accordance with subsection 2.9.

2.3 Procedure for Revolving Credit Borrowing. The Borrower
may borrow under the Commitments during the Commitment Period on any Working
Day, if all or any part of the requested Revolving Credit Loans are to be
initially Eurodollar Loans, or on any Business Day, otherwise, provided that
the Borrower shall give the Agent irrevocable notice (which notice must be
received by the Agent prior to 10:00 A.M., New York City time, (a) three
Working Days prior to the requested Borrowing Date, if all or any part of the
requested Revolving Credit Loans are to be initially Eurodollar Loans, (b) one
Business Day prior to the requested Borrowing Date, if all or any part of the
requested Revolving Credit Loans are to be initially C/D Rate Loans, or (c) on
the requested Borrowing Date, otherwise), specifying (i) the amount to be
borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to
be of Eurodollar Loans, Alternate Base Rate Loans, C/D Rate Loans or a
combination thereof and (iv) if the borrowing is to be entirely or partly of
Eurodollar Loans or C/D Rate Loans, the respective amounts of each such Type of
Loan and the respective lengths of the initial Interest Periods therefor. Each
borrowing under the Commitments shall be in an amount equal to (x) in the case
of Alternate Base Rate Loans, $100,000 or a whole multiple thereof (or, if the
then Available Commitments are less than $100,000, such lesser amount) and (y)
in the case of Eurodollar Loans or C/D Rate Loans, $1,000,000 or a whole
multiple of $100,000 in excess thereof. Upon receipt of any such notice from
the Borrower, the Agent shall promptly notify each Lender thereof. Each Lender
will make the amount of its pro rata share of each

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<PAGE> 17

borrowing available to the Agent for the account of the Borrower at the office
of the Agent specified in subsection 9.2 prior to 11:00 A.M., New York City
time, on the Borrowing Date requested by the Borrower in funds immediately
available to the Agent. Such borrowing will then be made available to the
Borrower by the Agent crediting the account of the Borrower on the books of
such office with the aggregate of the amounts made available to the Agent by
the Lenders and in like funds as received by the Agent.

2.4 Fees. The Borrower agrees to pay to the Agent for the
account of each Lender a facility fee for the period from and including the
first day of the Commitment Period to the Termination Date, computed at the
rate of 1/4 of 1% per annum on the Commitment of such Lender during the period
for which payment is made, payable quarterly in arrears on the last day of each
March, June, September and December and on the Termination Date or such earlier
date as the Commitments shall terminate as provided herein, commencing on the
first of such dates to occur after the date hereof.

2.5 Termination, Reduction or Extension of Commitments. (a)
The Borrower shall have the right, upon not less than five Business Days'
notice to the Agent, to terminate the Commitments or, from time to time, to
reduce the amount of the Commitments, provided that no such termination or
reduction shall be permitted if, after giving effect thereto and to any
prepayments of the Revolving Credit Loans made on the effective date thereof,
the aggregate principal amount of the Revolving Credit Loans then outstanding
would exceed the Commitments then in effect. Any such reduction shall be in an
amount equal to $100,000 or a whole multiple thereof and shall reduce
permanently the Commitments then in effect.

(b) The Borrower may request, in a notice given as herein
provided to the Agent and each of the Lenders not less than 90 days but not
more than 120 days prior to each anniversary of the Closing Date, that the
Termination Date be extended; provided that the new Termination Date to be in
effect following such extension (the "Requested Termination Date") shall be the
first anniversary of the then current Termination Date. Each Lender shall, not
later than 45 days after receiving such notice, notify the Borrower and the
Agent of its election to extend or not to extend the Termination Date with
respect to its Commitment. Any Lender which shall not notify the Borrower and
the Agent of its election to extend the Termination Date on or prior to 45 days
after receiving such notice shall be deemed to have elected not to extend the
Termination Date with respect to its Commitment. Any such Lender which has
elected not to extend the Termination Date with respect to its Commitment
hereby agrees to assign all of its rights and obligations under this Agreement
at par to any Lender or any affiliate thereof or, with the consent of the Agent
(which shall not be unreasonably withheld), to an additional bank or financial
institution designated by the Borrower (an "Extension Lender") pursuant to an
Assignment and Assumption Agreement, substantially in the form of Exhibit C,
executed by such Extension Lender, such assigning Lender (and, in the case of
an Extension Lender that is not then a Lender or an affiliate thereof, by the
Borrower and the Agent) and delivered to the Agent for its acceptance and
recording in the Register. On or prior to such anniversary date,

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<PAGE> 18

the Borrower may revoke its request to extend the Termination Date. If on or
prior to such anniversary date the Borrower has not revoked its request to
extend the Termination Date, then, subject to the provisions of this subsection
2.5, the Termination Date shall be extended to the Requested Termination Date.
Promptly after such anniversary date the Agent shall notify each Lender and
Extension Lender whether, pursuant to this subsection 2.5, the Termination Date
has been extended to the Requested Termination Date.

(c) If on or prior to such anniversary date an Assignment and
Assumption Agreement has been delivered to the Agent and the Borrower has not
revoked its request to extend the Termination Date, then the Borrower shall
execute and deliver to such Extension Lender on such anniversary date, in
exchange for the Revolving Credit Note held by the assigning Lender, a new
Revolving Credit Note to the order of such Extension Lender, in an amount equal
to the Commitment assumed by it pursuant to such Assignment and Assumption
Agreement. The term "Lenders", as used herein, shall include such Extension
Lenders.

(d) If on or prior to such anniversary date each Lender or
Extension Lender, as the case may be, has agreed to extend the Termination Date
with respect to its Commitment, and the Borrower has not revoked its request to
extend the Termination Date, then the Commitment of each Lender and Extension
Lender shall continue until the Requested Termination Date specified in the
notice from the Borrower, and the term "Termination Date", as used herein,
shall mean such Requested Termination Date. Otherwise, the Agreement will
terminate on the Termination Date.

2.6 Optional Prepayments. The Borrower may on the last day
of any Interest Period with respect thereto, in the case of Eurodollar Loans or
C/D Rate Loans, or at any time and from time to time, in the case of Alternate
Base Rate Loans, prepay the Loans, in whole or in part, without premium or
penalty, upon at least four Business Days' irrevocable notice to the Agent,
specifying the date and amount of prepayment and whether the prepayment is of
Eurodollar Loans, C/D Rate Loans, Alternate Base Rate Loans or a combination
thereof, and, if of a combination thereof, the amount allocable to each. Upon
receipt of any such notice the Agent shall promptly notify each Lender thereof.
If any such notice is given, the amount specified in such notice shall be due
and payable on the date specified therein. Partial prepayments shall be in an
aggregate principal amount of $100,000 or a whole multiple thereof.

2.7 Conversion and Continuation Options. (a) The Borrower
may elect from time to time to convert Eurodollar Loans or C/D Rate Loans to
Alternate Base Rate Loans, and/or to convert Eurodollar Loans or Alternate Base
Rate Loans to C/D Rate Loans, by giving the Agent at least two Business Days'
prior irrevocable notice of such election, provided that any such conversion of
Eurodollar Loans or C/D Rate Loans may, subject to the fourth succeeding
sentence, only be made on the last day of an Interest Period with respect
thereto. The Borrower may elect from time to time to convert Alternate Base
Rate Loans

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<PAGE> 19

or C/D Rate Loans to Eurodollar Loans by giving the Agent at least three
Working Days' prior irrevocable notice of such election, provided that any such
conversion of C/D Rate Loans may, subject to the third succeeding sentence,
only be made on the last day of an Interest Period with respect thereto. Any
such notice of conversion to Eurodollar Loans or C/D Rate Loans shall specify
the length of the initial Interest Period or Interest Periods therefor. Upon
receipt of any such notice the Agent shall promptly notify each Lender thereof.
If the last day of the then current Interest Period with respect to C/D Rate
Loans that are to be converted to Eurodollar Loans is not a Working Day, such
conversion shall be made on the next succeeding Working Day, and during the
period from such last day to such succeeding Working Day such Loans shall bear
interest as if they were Alternate Base Rate Loans. All or any part of
outstanding Eurodollar Loans, Alternate Base Rate Loans and C/D Rate Loans may
be converted as provided herein, provided that (i) no Loan may be converted
into a Eurodollar Loan or a C/D Rate Loan when any Event of Default has
occurred and is continuing and the Agent has or the Required Lenders have
determined that such a conversion is not appropriate, (ii) any such conversion
may only be made if, after giving effect thereto, subsection 2.8 shall not have
been contravened and (iii) no Loan may be converted into a Eurodollar Loan or a
C/D Rate Loan after the date that is one month or 30 days, respectively, prior
to the Termination Date.

(b) Any Eurodollar Loans or C/D Rate Loans may be continued
as such upon the expiration of the then current Interest Period with respect
thereto by the Borrower giving notice to the Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in subsection
1.1, of the length of the next Interest Period to be applicable to such Loans,
provided that no Eurodollar Loan or C/D Rate Loan may be continued as such (i)
when any Event of Default has occurred and is continuing and the Agent has or
the Required Lenders have determined that such a continuation is not
appropriate, (ii) if, after giving effect thereto, subsection 2.8 would be
contravened or (iii) after the date that is one month or 30 days prior to,
respectively, the Termination Date and provided, further, that if the Borrower
shall fail to give any required notice as described above in this paragraph or
if such continuation is not permitted pursuant to the preceding proviso such
Loans shall be automatically converted to Alternate Base Rate Loans on the last
day of such then expiring Interest Period.

2.8 Minimum Amounts of Tranches. All borrowings, conversions
and continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be in such amounts and be made pursuant to such elections so
that, after giving effect thereto, the aggregate principal amount of the Loans
comprising each Tranche shall be equal to $1,000,000 or a whole multiple of
$100,000 in excess thereof.

2.9 Interest Rates and Payment Dates. (a) Each Eurodollar
Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such
day plus the Applicable Margin.

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<PAGE> 20

(b) Each Alternate Base Rate Loan shall bear interest at a
rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

(c) Each C/D Rate Loan shall bear interest for each day
during each Interest Period with respect thereto at a rate per annum equal to
the C/D Rate determined for such day plus the Applicable Margin.

(d) If all or a portion of (i) the principal amount of any
Loan, (ii) any interest payable thereon or (iii) any facility fee or other
amount payable hereunder shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum which is (x) in the case of overdue principal, the
rate that would otherwise be applicable thereto pursuant to the foregoing
provisions of this subsection plus 2% or (y) in the case of overdue interest,
facility fee or other amount, the rate described in paragraph (b) of this
subsection plus 2%, in each case from the date of such non-payment until such
amount is paid in full (as well after as before judgment).

(e) Interest shall be payable in arrears on each Interest
Payment Date and any date on which a Loan is converted to another type of Loan
pursuant to subsection 2.7(a), provided that interest accruing pursuant to
paragraph (d) of this subsection shall be payable from time to time on demand.

2.10 Computation of Interest and Fees. (a) Interest on
Alternate Base Rate Loans (based on the Prime Rate), facility fees and interest
on overdue interest, facility fees and other amounts payable hereunder shall be
calculated on the basis of a 365- (or 366-, as the case may be) day year for
the actual days elapsed. Interest on Alternate Base Rate Loans (based on the
Base C/D Rate or the Federal Funds Effective Rate), Eurodollar Loans and C/D
Rate Loans shall be calculated on the basis of a 360-day year for the actual
days elapsed. The Agent shall as soon as practicable notify the Borrower and
the Lenders of each determination of a Eurodollar Rate or of a C/D Rate. Any
change in the interest rate on a Loan resulting from a change in the Alternate
Base Rate, the Eurocurrency Reserve Requirements, the C/D Assessment Rate or
the C/D Reserve Percentage shall become effective as of the opening of business
on the day on which such change becomes effective. The Agent shall as soon as
practicable notify the Borrower and the Lenders of the effective date and the
amount of each such change in interest rate.

(b) Each determination of an interest rate by the Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrower and the Lenders in the absence of manifest error. The Agent
shall, at the request of the Borrower, deliver to the Borrower a statement
showing the quotations used by the Agent in determining any interest rate
pursuant to subsection 2.9(a).

2.11 Inability to Determine Interest Rate. If prior to the
first day of any Interest Period:

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<PAGE> 21

(a) the Agent shall have determined (which determination
shall be conclusive and binding upon the Borrower) that, by reason of
circumstances affecting the relevant market, adequate and reasonable
means do not exist for ascertaining the Eurodollar Rate or the C/D
Rate for such Interest Period, or

(b) the Agent shall have received notice from any Lender that
the Eurodollar Rate or the C/D Rate determined or to be determined for
such Interest Period will not adequately and fairly reflect the cost
to such Lender (as conclusively certified by such Lender) of making or
maintaining their affected Loans during such Interest Period,

the Agent shall give telecopy or telephonic notice thereof to the Borrower and
the Lenders as soon as practicable thereafter. If such notice is given (x) any
Eurodollar Loans or C/D Rate Loans, as the case may be, requested to be made on
the first day of such Interest Period shall be made as Alternate Base Rate
Loans, (y) any Loans that were to have been converted on the first day of such
Interest Period to Eurodollar Loans or C/D Rate Loans, as the case may be,
shall be converted to or continued as Alternate Base Rate Loans and (z) any
outstanding Eurodollar Loans or C/D Rate Loans, as the case may be, shall be
converted, on the first day of such Interest Period, to Alternate Base Rate
Loans. Until such notice has been withdrawn by the Agent, no further
Eurodollar Loans or C/D Rate Loans, as the case may be, shall be made or
continued as such, nor shall the Borrower have the right to convert Loans to
Eurodollar Loans or C/D Rate Loans, as the case may be.

2.12 Pro Rata Treatment and Payments. (a) Each borrowing by
the Borrower from the Lenders hereunder, each payment by the Borrower on
account of any facility fee hereunder and any reduction of the Commitments of
the Lenders shall be made pro rata according to the respective Commitment
Percentages of the Lenders. Each payment (including each prepayment) by the
Borrower on account of principal of and interest on the Loans shall be made pro
rata according to the respective outstanding principal amounts of the Loans
then held by the Lenders. All payments (including prepayments) to be made by
the Borrower hereunder and under the Revolving Credit Notes, whether on account
of principal, interest, fees or otherwise, shall be made without set off or
counterclaim and shall be made prior to 12:00 Noon, New York City time, on the
due date thereof to the Agent, for the account of the Lenders, at the Agent's
office specified in subsection 9.2, in Dollars and in immediately available
funds. The Agent shall distribute such payments to the Lenders promptly upon
receipt in like funds as received. If any payment hereunder (other than
payments on the Eurodollar Loans) becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next succeeding Business
Day, and, with respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension. If any payment on a
Eurodollar Loan becomes due and payable on a day other than a Working Day, the
maturity thereof shall be extended to the next succeeding Working Day (and,
with respect to payments of principal, interest thereon shall be payable at the
then applicable rate during such extension) unless the result of such

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<PAGE> 22

extension would be to extend such payment into another calendar month, in which
event such payment shall be made on the immediately preceding Working Day.

(b) Unless the Agent shall have been notified in writing by
any Lender prior to a Borrowing Date that such Lender will not make the amount
that would constitute its Commitment Percentage of the borrowing on such date
available to the Agent, the Agent may assume that such Lender has made such
amount available to the Agent on such Borrowing Date, and the Agent may, in
reliance upon such assumption, make available to the Borrower a corresponding
amount. If such amount is made available to the Agent on a date after such
Borrowing Date, such Lender shall pay to the Agent on demand an amount equal to
the product of (i) the daily average Federal Funds Effective Rate during such
period, times (ii) the amount of such Lender's Commitment Percentage of such
borrowing, times (iii) a fraction the numerator of which is the number of days
that elapse from and including such Borrowing Date to the date on which such
Lender's Commitment Percentage of such borrowing shall have become immediately
available to the Agent and the denominator of which is 360. A certificate of
the Agent submitted to any Lender with respect to any amounts owing under this
subsection shall be conclusive in the absence of manifest error. If such
Lender's Commitment Percentage of such borrowing is not in fact made available
to the Agent by such Lender within three Business Days of such Borrowing Date,
the Agent shall be entitled to recover such amount with interest thereon at the
rate per annum applicable to Alternate Base Rate Loans hereunder, on demand,
from the Borrower. The Agent shall promptly notify the Borrower as soon as it
becomes aware that a Lender's Commitment Percentage of a borrowing will not be,
or in fact was not made available to the Agent by such Lender.

2.13 Illegality. Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the
commitment of such Lender hereunder to make Eurodollar Loans, continue
Eurodollar Loans as such and convert Domestic Dollar Loans to Eurodollar Loans
shall forthwith be cancelled and (b) such Lender's Loans then outstanding as
Eurodollar Loans, if any, shall be converted automatically to Alternate Base
Rate Loans on the respective last days of the then current Interest Periods
with respect to such Loans or within such earlier period as required by law.
If any such conversion of a Eurodollar Loan occurs on a day which is not the
last day of the then current Interest Period with respect thereto, the Borrower
shall pay to such Lender such amounts, if any, as may be required pursuant to
subsection 2.16.

2.14 Requirements of Law. (a) If the adoption of or any
change in any Requirement of Law or in the interpretation or application
thereof or compliance by any Lender with any request or directive (whether or
not having the force of law) from any central bank or other Governmental
Authority made subsequent to the date hereof:

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<PAGE> 23

(i) shall subject any Lender to any tax of any kind
whatsoever with respect to this Agreement, any Revolving Credit Note
or any Eurodollar Loan or C/D Rate Loan made by it, or change the
basis of taxation of payments to such Lender in respect thereof
(except for taxes covered by subsection 2.15 and changes in the rate
of tax on the overall net income of such Lender);

(ii) shall impose, modify or hold applicable any reserve,
special deposit, compulsory loan or similar requirement against assets
held by, deposits or other liabilities in or for the account of,
advances, loans or other extensions of credit by, or any other
acquisition of funds by, any office of such Lender which is not
otherwise included in the determination of the Eurodollar Rate or the
C/D Rate hereunder; or

(iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting
into, continuing or maintaining Eurodollar Loans or C/D Rate Loans or to reduce
any amount receivable hereunder in respect thereof, then, in any such case, the
Borrower shall promptly pay such Lender, upon its demand, any additional
amounts necessary to compensate such Lender for such increased cost or reduced
amount receivable. If any Lender becomes entitled to claim any additional
amounts pursuant to this subsection, it shall promptly notify the Borrower,
through the Agent, of the event by reason of which it has become so entitled.
A certificate as to any additional amounts payable pursuant to this subsection
submitted by such Lender, through the Agent, to the Borrower shall be
conclusive in the absence of manifest error. This covenant shall survive the
termination of this Agreement and the payment of the Revolving Credit Notes and
all other amounts payable hereunder.

(b) If any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof does or shall have the effect of
reducing the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder to a level below that which such
Lender or such corporation could have achieved but for such change or
compliance (taking into consideration such Lender's or such corporation's
policies with respect to capital adequacy) by an amount deemed by such Lender
to be material, then from time to time, after submission by such Lender to the
Borrower (with a copy to the Agent) of a written request therefore, the
Borrower shall pay to such Lender such additional amount or amounts as will
compensate such Lender for such reduction.

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<PAGE> 24

2.15 Taxes. (a) All payments made by the Borrower under
this Agreement and the Revolving Credit Notes shall be made free and clear of,
and without deduction or withholding for or on account of, any present or
future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority, excluding, in the case of
the Agent and each Lender, net income taxes and franchise taxes (imposed in
lieu of net income taxes) imposed on the Agent or such Lender, as the case may
be, as a result of a present or former connection between the jurisdiction of
the government or taxing authority imposing such tax and the Agent or such
Lender (excluding a connection arising solely from the Agent or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement or the Revolving Credit Notes) or any
political subdivision or taxing authority thereof or therein (all such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions and
withholdings being hereinafter called "Taxes"). If any Taxes are required to
be withheld from any amounts payable to the Agent or any Lender hereunder or
under the Revolving Credit Notes, the amounts so payable to the Agent or such
Lender shall be increased to the extent necessary to yield to the Agent or such
Lender (after payment of all Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in this Agreement and the
Revolving Credit Notes. Whenever any Taxes are payable by the Borrower, as
promptly as possible thereafter the Borrower shall send to the Agent for its
own account or for the account of such Lender, as the case may be, a certified
copy of an original official receipt received by the Borrower showing payment
thereof. If the Borrower fails to pay any Taxes when due to the appropriate
taxing authority or fails to remit to the Agent the required receipts or other
required documentary evidence, the Borrower shall indemnify the Agent and the
Lenders for any incremental taxes, interest or penalties that may become
payable by the Agent or any Lender as a result of any such failure. The
agreements in this subsection shall survive the termination of this Agreement
and the payment of the Revolving Credit Notes and all other amounts payable
hereunder.

(b) Each Lender that is not incorporated under the laws of
the United States of America or a state thereof agrees that it will deliver to
the Borrower and the Agent (i) two duly completed copies of United States
Internal Revenue Service Form 1001 or 4224 or successor applicable form, as the
case may be, and (ii) an Internal Revenue Service Form W-8 or W-9 or successor
applicable form. Each such Lender also agrees to deliver to the Borrower and
the Agent two further copies of the said Form 1001 or 4224 and Form W-8 or W-9,
or successor applicable forms or other manner of certification, as the case may
be, on or before the date that any such form expires or becomes obsolete or
after the occurrence of any event requiring a change in the most recent form
previously delivered by it to the Borrower, and such extensions or renewals
thereof as may reasonably be requested by the Borrower or the Agent, unless in
any such case an event (including, without limitation, any change in treaty,
law or regulation) has occurred prior to the date on which any such delivery
would otherwise be required which renders all such forms inapplicable or which
would prevent such Lender from duly

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completing and delivering any such form with respect to it and such Lender so
advises the Borrower and the Agent. Such Lender shall certify (i) in the case
of a Form 1001 or 4224, that it is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income
taxes and (ii) in the case of a Form W-8 or W-9, that it is entitled to an
exemption from United States backup withholding tax.

2.16 Indemnity. The Borrower agrees to indemnify each Lender
and to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by the Borrower in payment
when due of the principal amount of or interest on any Eurodollar Loan or C/D
Rate Loan, (b) default by the Borrower in making a borrowing of, conversion
into or continuation of Eurodollar Loans or C/D Rate Loans after the Borrower
has given a notice requesting the same in accordance with the provisions of
this Agreement, (c) default by the Borrower in making any prepayment after the
Borrower has given a notice thereof in accordance with the provisions of this
Agreement or (d) the making of a prepayment of Eurodollar Loans or C/D Rate
Loans on a day which is not the last day of an Interest Period with respect
thereto, including, without limitation, in each case, any such loss or expense
arising from the reemployment of funds obtained by it or from fees payable to
terminate the deposits from which such funds were obtained. This covenant
shall survive the termination of this Agreement and the payment of the Notes
and all other amounts payable hereunder.

SECTION 3. REPRESENTATIONS AND WARRANTIES

To induce the Agent and the Lenders to enter into this
Agreement and to make the Loans, the Borrower hereby represents and warrants to
the Agent and each Lender that:

3.1 Financial Condition. The consolidated balance sheet of
the Borrower and its consolidated Subsidiaries at December 31, 1993 and the
related consolidated statements of income and of cash flows for the fiscal year
ended on such date, reported on by KPMG Peat Marwick, copies of which have
heretofore been furnished to each Lender, are complete and correct and present
fairly the consolidated financial condition of the Borrower and its
consolidated Subsidiaries as at such date, and the consolidated results of
their operations and their consolidated cash flows for the fiscal year then
ended. All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as approved by such accountants and as
disclosed therein). Neither the Borrower nor any of its consolidated
Subsidiaries had, at December 31, 1993, any material Guarantee Obligation,
contingent liability or liability for taxes, or any long-term lease or unusual
forward or long-term commitment, including, without limitation, any interest
rate or foreign currency swap or exchange transaction, which is not reflected
in the foregoing statements or in the notes thereto.

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3.2 No Change. Since December 31, 1993, there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect.

3.3 Corporate Existence; Compliance with Law. Each of the
Borrower and its Subsidiaries (a) is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, (b) has
the corporate power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification and (d) is in compliance with all Requirements of
Law except to the extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

3.4 Corporate Power; Authorization; Enforceable Obligations.
The Borrower has the corporate power and authority, and the legal right, to
make, deliver and perform this Agreement and the Revolving Credit Notes and to
borrow hereunder and has taken all necessary corporate action to authorize the
borrowings on the terms and conditions of this Agreement and the Revolving
Credit Notes and to authorize the execution, delivery and performance of this
Agreement and the Revolving Credit Notes. Except as disclosed on Schedule II,
no consent or authorization of, filing with, notice to or other act by or in
respect of, any Governmental Authority or any other Person is required in
connection with the borrowings hereunder or with the execution, delivery,
performance, validity or enforceability of this Agreement or the Revolving
Credit Notes. This Agreement has been, and each Revolving Credit Note will be,
duly executed and delivered on behalf of the Borrower. This Agreement
constitutes, and each Revolving Credit Note when executed and delivered will
constitute, a legal, valid and binding obligation of the Borrower enforceable
against the Borrower in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or at law).

3.5 No Legal Bar. The execution, delivery and performance of
this Agreement and the Revolving Credit Notes, the borrowings hereunder and the
use of the proceeds thereof will not violate any Requirement of Law or
Contractual Obligation of the Borrower or of any of its Subsidiaries and will
not result in, or require, the creation or imposition of any Lien on any of its
or their respective properties or revenues pursuant to any such Requirement of
Law or Contractual Obligation.

3.6 No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the Borrower, threatened by or against the Borrower or any
of its Subsidiaries or against any of its or their respective properties or
revenues (a) with

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respect to this Agreement or the Revolving Credit Notes or any of the
transactions contemplated hereby, or (b) which could reasonably be expected to
have a Material Adverse Effect.

3.7 Taxes. Each of the Borrower and its Subsidiaries has
filed or caused to be filed all tax returns which, to the knowledge of the
Borrower, are required to be filed and has paid all taxes shown to be due and
payable on said returns or on any assessments made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority (other than any the amount or validity
of which are currently being contested in good faith by appropriate proceedings
and with respect to which reserves in conformity with GAAP have been provided
on the books of the Borrower or its Subsidiaries, as the case may be); no tax
Lien has been filed, and, to the knowledge of the Borrower, no claim is being
asserted, with respect to any such tax, fee or other charge.

3.8 Federal Regulations. No part of the proceeds of any
Loans will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation U of the Board
of Governors of the Federal Reserve System as now and from time to time
hereafter in effect or for any purpose which violates the provisions of the
regulations of such Board of Governors.

3.9 ERISA. Neither a Reportable Event nor an "accumulated
funding deficiency" (within the meaning of Section 412 of the Code or Section
302 of ERISA) has occurred during the five-year period prior to the date on
which this representation is made or deemed made with respect to any Plan, and
each Plan has complied in all material respects with the applicable provisions
of ERISA and the Code. No termination of a Single Employer Plan has occurred,
and no Lien in favor of the PBGC or a Plan has arisen, during such five-year
period. The present value of all accrued benefits under each Single Employer
Plan (based on those assumptions used to fund such Plans) did not, as of the
last annual valuation date prior to the date on which this representation is
made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits. Neither the Borrower nor any Commonly Controlled Entity
has had a complete or partial withdrawal from any Multiemployer Plan, and
neither the Borrower nor any Commonly Controlled Entity would become subject to
any liability under ERISA if the Borrower or any such Commonly Controlled
Entity were to withdraw completely from all Multiemployer Plans as of the
valuation date most closely preceding the date on which this representation is
made or deemed made. No such Multiemployer Plan is in Reorganization or
Insolvent. The present value (determined using actuarial and other assumptions
which are reasonable in respect of the benefits provided and the employees
participating) of the liability of the Borrower and each Commonly Controlled
Entity for post retirement benefits to be provided to their current and former
employees under Plans which are welfare benefit plans (as defined in Section
3(1) of ERISA) does not, in the aggregate, exceed the assets under all such
Plans allocable to such benefits by an amount in excess of $35,000,000. For
purposes of this subsection 3.9, "Code" shall mean the

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Internal Revenue Code of 1986, as amended from time to time; "Commonly
Controlled Entity" shall mean an entity, whether or not incorporated, which is
under common control with the Borrower within the meaning of Section 4001 of
ERISA or is part of a group which includes the Borrower and which is treated as
a single employer under Section 414 of the Code; "ERISA": the Employee
Retirement Income Security Act of 1974, as amended from time to time;
"Insolvency" shall mean with respect to any Multiemployer Plan, the condition
that such Plan is insolvent within the meaning of Section 4245 of ERISA;
"Insolvent" shall mean pertaining to a condition of Insolvency; "Multiemployer
Plan" shall mean a Plan which is a multiemployer plan as defined in Section
4001(a)(3) of ERISA; "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA; "Plan" shall mean at a
particular time, any employee benefit plan which is covered by ERISA and in
respect of which the Borrower or a Commonly Controlled Entity is (or, if such
plan were terminated at such time, would under Section 4069 of ERISA be deemed
to be) an "employer" as defined in Section 3(5) of ERISA; "Reorganization"
shall mean with respect to any Multiemployer Plan, the condition that such plan
is in reorganization within the meaning of Section 4241 of ERISA; "Reportable
Event" shall mean any of the events set forth in Section 4043(b) of ERISA,
other than those events as to which the thirty day notice period is waived
under subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg. Section 2615;
and "Single Employer Plan" shall mean any Plan which is covered by Title IV of
ERISA, but which is not a Multiemployer Plan.

3.10 Purpose of Loans. The proceeds of the Loans shall be
used by the Borrower for general corporate purposes, including acquisitions so
long as such acquisitions are made upon a negotiated basis with the approval of
the board of directors of the Person to be acquired, or of the percentage of
Capital Stock required by the charter documents to such Person to approve any
such acquisition.

SECTION 4. CONDITIONS PRECEDENT

4.1 Conditions to Initial Loans. The agreement of each
Lender to make the initial Loan requested to be made by it is subject to the
satisfaction, immediately prior to or concurrently with the making of such Loan
on the Closing Date, of the following conditions precedent:

(a) Loan Documents. The Agent shall have received (i) this
Agreement, executed and delivered by a duly authorized officer of the
Borrower, with a counterpart for each Lender, and (ii) for the account
of each Lender, a Revolving Credit Note conforming to the requirements
hereof and executed by a duly authorized officer of the Borrower.

(b) Corporate Proceedings of the Borrower. The Agent shall
have received, with a counterpart for each Lender, a copy of the
resolutions, in form and substance satisfactory to the Agent, of the
Board of Directors of the Borrower authorizing (i) the execution,
delivery and performance of this Agreement, the Revolving Credit Notes
and the other Loan Documents to which it is a party, and (ii) the
borrowings contemplated hereunder, certified

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<PAGE> 29

by the Secretary or an Assistant Secretary of the Borrower as of the
Closing Date, which certificate shall state that the resolutions
thereby certified have not been amended, modified, revoked or
rescinded and shall be in form and substance satisfactory to the
Agent.

(c) Legal Opinions. The Agent shall have received, with a
counterpart for each Lender, the executed legal opinion of Martin
Simmons, Esq., general counsel of the Borrower, substantially in the
form of Exhibit B. The legal opinion shall cover such other matters
incident to the transactions contemplated by this Agreement as the
Agent may reasonably require.

4.2 Conditions to Each Loan. The agreement of each Lender to
make any Loan requested to be made by it on any date (including, without
limitation, its initial Loan) is subject to the satisfaction of the following
conditions precedent:

(a) Representations and Warranties. Each of the
representations and warranties made by the Borrower in or pursuant to
the Loan Documents shall be true and correct in all material respects
on and as of such date as if made on and as of such date.

(b) No Default. No Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to the
Loans requested to be made on such date.

(c) Additional Matters. All corporate and other proceedings,
and all documents, instruments and other legal matters in connection
with the transactions contemplated by this Agreement and the other
Loan Documents shall be satisfactory in form and substance to the
Agent, and if requested by the Required Lenders, the Agent shall
receive such other documents and legal opinions in respect of any
aspect or consequence of the transactions contemplated hereby or
thereby as it shall reasonably request.

Each borrowing by the Borrower hereunder shall constitute a representation and
warranty by the Borrower as of the date of such Loan that the conditions
contained in this subsection 4.2 have been satisfied.

SECTION 5. AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, so long as the Commitments
remain in effect, any Revolving Credit Note remains outstanding and unpaid or
any other amount is owing to any Lender or the Agent hereunder, the Borrower
shall and (except in the case of delivery of financial information, reports and
notices) shall cause each of its Subsidiaries to:

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<PAGE> 30

5.1 Financial Statements. Furnish to each Lender:

(a) as soon as available, but in any event within 90 days
after the end of each fiscal year of the Borrower, a copy of the
consolidated balance sheet of the Borrower and its consolidated
Subsidiaries as at the end of such year and the related consolidated
statements of income and retained earnings and of cash flows for such
year, setting forth in each case in comparative form the figures for
the previous year, reported on without a "going concern" or like
qualification or exception, or qualification arising out of the scope
of the audit, by KPMG Peat Marwick or other independent certified
public accountants of nationally recognized standing; and

(b) as soon as available, but in any event not later than 45
days after the end of each of the first three quarterly periods of
each fiscal year of the Borrower, the unaudited consolidated balance
sheet of the Borrower and its consolidated Subsidiaries as at the end
of such quarter and the related unaudited consolidated statements of
income and retained earnings and of cash flows of the Borrower and its
consolidated Subsidiaries for such quarter and the portion of the
fiscal year through the end of such quarter, setting forth in each
case in comparative form the figures for the previous year, certified
by a Responsible Officer as being fairly stated in all material
respects when considered in relation to the consolidated financial
statements of the Borrower and its consolidated Subsidiaries (subject
to normal year-end audit adjustments);

all such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).

5.2 Certificates; Other Information. Furnish to each Lender:

(a) concurrently with the delivery of the financial
statements referred to in subsections 5.1(a) and 5.1(b), a certificate
of a Responsible Officer stating that, to the best of such Officer's
knowledge, the Borrower during such period has observed or performed
all of its covenants and other agreements, and satisfied every
condition, contained in this Agreement and in the Revolving Credit
Notes to be observed, performed or satisfied by it, and that such
Officer has obtained no knowledge of any Default or Event of Default
except as specified in such certificate;

(b) within five days after the same are sent, copies of all
financial statements and reports which the Borrower sends to its
stockholders, and within five days after the same are filed, copies of
all registration statements and amendments thereto, and all reports on
Form 8-K, 10-Q or 10-K or any similar form hereafter in use which the
Borrower may file with the

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<PAGE> 31

Securities and Exchange Commission or any successor or analogous
Governmental Authority; and

5.3 Payment of Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the Borrower or its Subsidiaries, as the case may be.

5.4 Conduct of Business and Maintenance of Existence.
Continue to engage in business of the same general type as now conducted by it
and preserve, renew and keep in full force and effect its corporate existence
and take all reasonable action to maintain all rights, privileges and
franchises necessary or desirable in the normal conduct of its business; comply
with all Contractual Obligations and Requirements of Law except to the extent
that failure to comply therewith could not, in the aggregate, be reasonably
expected to have a Material Adverse Effect.

5.5 Maintenance of Adequate Regulatory Capital Requirements.
Maintain such capital as may be required by the Federal Reserve Bank System
from time to time whether by regulation, agreement or order.

5.6 Notices. Promptly give notice to the Agent and each
Lender of:

(a) the occurrence of any Default or Event of Default;

(b) any litigation, investigation or proceeding which may
exist at any time between the Borrower or any of its Subsidiaries and
any Governmental Authority, which in either case, if not cured or if
adversely determined, as the case may be, could reasonably be expected
to have a Material Adverse Effect; and

(c) any litigation or proceeding affecting the Borrower or
any of its Subsidiaries in which the amount involved is $5,000,000 or
more and not covered by insurance or in which material injunctive or
similar relief is sought.

Each notice pursuant to this subsection shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the Borrower proposes to take with respect
thereto.

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<PAGE> 32

SECTION 6. NEGATIVE COVENANTS

The Borrower hereby agrees that, so long as the Commitments
remain in effect, any Revolving Credit Note remains outstanding and unpaid or
any other amount is owing to any Lender or the Agent hereunder, the Borrower
shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly:

6.1 Financial Condition Covenants.

(a) Maintenance of Consolidated Tangible Net Worth. Permit
Consolidated Tangible Net Worth at any time to be less than the sum of
(i) $450,000,000 and (ii) fifty percent (50%) of the cumulative
Consolidated Net Income, with no deductions for losses, after December
31, 1993 and for each completed 90 day period thereafter.

(b) Consolidated Total Indebtedness to Consolidated Tangible
Net Worth. Permit Consolidated Total Indebtedness at any time to
exceed 50% of Consolidated Tangible Net Worth.

(d) Non-Performing Assets Coverage. Permit the ratio of (i)
Shareholders' Equity plus the Allowance for Possible Loan Losses to
(ii) Non-Performing Assets at any time to be less than 4.0 to 1.0.

6.2 Limitations on Fundamental Changes. Enter into any
merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself
(or suffer any liquidation or dissolution), or convey, sell, lease, assign,
transfer or otherwise dispose of, all or substantially all of its property,
business or assets, or make any material change in its present method of
conducting business, except:

(a) any Subsidiary of the Borrower may be merged or
consolidated with or into the Borrower (provided that the Borrower
shall be the continuing or surviving corporation) or with or into any
one or more wholly owned Subsidiaries of the Borrower (provided that
the wholly owned Subsidiary or Subsidiaries shall be the continuing or
surviving corporation);

(b) any wholly owned Subsidiary may sell, lease, transfer or
otherwise dispose of any or all of its assets (upon voluntary
liquidation or otherwise) to the Borrower or any other wholly owned
Subsidiary of the Borrower; and

(c) the Borrower or any Subsidiary of the Borrower may
acquire all or any portion of the Capital Stock or assets of any other
Person or permit merger into it of any other Person (provided that,
the Borrower or such Subsidiary is the surviving Person and
immediately after such acquisition or merger, no Event of Default
exists under this Agreement and no event

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<PAGE> 33

which, with the passage of time or the giving of notice or both, would
constitute such an Event of Default shall have occurred).

6.3 Limitation on Negative Pledges. Create, incur, assume
or suffer to exist any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired, except for:

(a) Liens required by law to secure deposits of Governmental
Authorities and trustees in bankruptcy;

(b) Liens granted with respect to the assets of Bank
Subsidiaries which were made or created in the ordinary course of
conducting their banking business as required or permitted by any
Requirement of Law;

(c) Liens securing Indebtedness of the Borrower and its
Subsidiaries incurred to finance the acquisition of fixed or capital
assets, provided that (i) such Liens shall be created substantially
simultaneously with the acquisition of such fixed or capital assets,
(ii) such Liens do not at any time encumber any property other than
the property financed by such Indebtedness, (iii) the amount of
Indebtedness secured thereby is not increased and (iv) the principal
amount of Indebtedness secured by any such Lien shall at no time
exceed 100% of the original purchase price of such property at the
time it was acquired;

(d) Liens for taxes not yet due or which are being contested
in good faith by appropriate proceedings, provided that adequate
reserves with respect thereto are maintained on the books of the
Borrower or its Subsidiaries, as the case may be, in conformity with
GAAP;

(e) carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of
business which are not overdue for a period of more than 60 days or
which are being contested in good faith by appropriate proceedings;

(f) pledges or deposits in connection with workers'
compensation, unemployment insurance and other social security
legislation and deposits securing liability to insurance carriers
under insurance or self-insurance arrangements;

(g) deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory
obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of
business;

(h) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount and which do not in any case
materially detract from the value of the property subject thereto or

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<PAGE> 34

materially interfere with the ordinary conduct of the business of the
Borrower or such Subsidiary;

(i) Liens in existence on the date hereof listed on Schedule
III, provided that no such Lien is spread to cover any additional
property after the Closing Date and that the amount of Indebtedness
secured thereby is not increased;

(j) Liens on the property or assets of a corporation which
becomes a Subsidiary after the date hereof, provided that (i) such
Liens existed at the time such corporation became a Subsidiary and
were not created in anticipation thereof, (ii) any such Lien is not
spread to cover any property or assets of such corporation after the
time such corporation becomes a Subsidiary, and (iii) the amount of
Indebtedness secured thereby is not increased;

(k) Liens (not otherwise permitted hereunder) which secure
obligations not exceeding (as to the Borrower and all Subsidiaries)
$5,000,000 in aggregate amount at any time outstanding; and

(l) Liens securing Indebtedness of Bank Subsidiaries to the
FHLB.

6.4 Limitation on Lines of Business. Enter into any
business, either directly or through any Subsidiary, except for those
businesses in which the Borrower and its Subsidiaries are engaged or permitted
to engage in accordance with any Requirement of Law.

SECTION 7. EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

(a) The Borrower shall fail to pay any principal of any
Revolving Credit Note when due in accordance with the terms thereof or
hereof; or the Borrower shall fail to pay any interest on any
Revolving Credit Note, or any other amount payable hereunder, within
five days after any such interest or other amount becomes due in
accordance with the terms thereof or hereof; or

(b) Any representation or warranty made or deemed made by the
Borrower herein or in any other Loan Document or which is contained in
any certificate, document or financial or other statement furnished at
any time under or in connection with this Agreement shall prove to
have been incorrect in any material respect on or as of the date made
or deemed made; or

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<PAGE> 35

(d) The Borrower shall default in the observance or
performance of any other agreement contained in this Agreement (other
than as provided in paragraphs (a) through (c) of this Section), and
such default shall continue unremedied for a period of 30 days; or

(e) The Borrower or any of its Subsidiaries shall (i) default
in any payment of principal of or interest of any Indebtedness (other
than the Revolving Credit Notes) or in the payment of any Guarantee
Obligation involving in the aggregate $1,000,000 or more, beyond the
period of grace, if any, provided in the instrument or agreement under
which such Indebtedness or Guarantee Obligation was created; or (ii)
default in the observance or performance of any other agreement or
condition relating to any such Indebtedness or Guarantee Obligation or
contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event shall occur or condition exist,
the effect of which default or other event or condition is to cause,
or to permit the holder or holders of such Indebtedness or beneficiary
or beneficiaries of such Guarantee Obligation (or a trustee or agent
on behalf of such holder or holders or beneficiary or beneficiaries)
to cause, with the giving of notice if required, such Indebtedness to
become due prior to its stated maturity or such Guarantee Obligation
to become payable; or

(f) (i) The Borrower or any of its Subsidiaries shall commence
any case, proceeding or other action (A) under any existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to it, or seeking to adjudicate
it a bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or other
relief with respect to it or its debts, or (B) seeking appointment of
a receiver, trustee, custodian, conservator or other similar official
for it or for all or any substantial part of its assets, or the
Borrower or any of its Subsidiaries shall make a general assignment
for the benefit of its creditors; or (ii) there shall be commenced
against the Borrower or any of its Subsidiaries any case, proceeding
or other action of a nature referred to in clause (i) above which (A)
results in the entry of an order for relief or any such adjudication
or appointment or (B) remains undismissed, undischarged or unbonded
for a period of 60 days; or (iii) there shall be commenced against the
Borrower or any of its Subsidiaries any case, proceeding or other
action seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of
its assets which results in the entry of an order for any such relief
which shall not have been vacated, discharged, or stayed or bonded
pending appeal within 60 days from the entry thereof; or (iv) the
Borrower or any of its Subsidiaries shall take any action in
furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (i), (ii), or
(iii) above; or (v) the Borrower or any of its Subsidiaries shall
generally not, or shall be unable to, or shall admit in writing its
inability to, pay its debts as they become due; or

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<PAGE> 36

(g) (i) Any Person shall engage in any "prohibited
transaction" (as defined in Section 406 of ERISA or Section 4975 of
the Code) involving any Plan, (ii) any "accumulated funding
deficiency" (as defined in Section 302 of ERISA), whether or not
waived, shall exist with respect to any Plan or any Lien in favor of
the PBGC or a Plan shall arise on the assets of the Borrower or any
Commonly Controlled Entity, (iii) a Reportable Event shall occur with
respect to, or proceedings shall commence to have a trustee appointed,
or a trustee shall be appointed, to administer or to terminate, any
Single Employer Plan, which Reportable Event or commencement of
proceedings or appointment of a trustee is, in the reasonable opinion
of the Required Lenders, likely to result in the termination of such
Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan
shall terminate for purposes of Title IV of ERISA, (v) the Borrower or
any Commonly Controlled Entity shall, or in the reasonable opinion of
the Required Lenders is likely to, incur any liability in connection
with a withdrawal from, or the Insolvency or Reorganization of, a
Multiemployer Plan or (vi) any other event or condition shall occur or
exist with respect to a Plan; and in each case in clauses (i) through
(vi) above, such event or condition, together with all other such
events or conditions, if any, could reasonably be expected to have a
Material Adverse Effect; or

(h) One or more judgments or decrees shall be entered against
the Borrower or any of its Subsidiaries involving in the aggregate a
liability (not paid or fully covered by insurance) of $5,000,000 or
more, and all such judgments or decrees shall not have been vacated,
discharged, stayed or bonded pending appeal within 60 days from the
entry thereof; or

(i) a Change in Control of the Borrower shall occur; or

(j) a Material Adverse Effect;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement and the Revolving Credit Notes shall immediately become due and
payable, and (B) if such event is any other Event of Default, either or both of
the following actions may be taken: (i) with the consent of the Required
Lenders, the Agent may, or upon the request of the Required Lenders, the Agent
shall, by notice to the Borrower declare the Commitments to be terminated
forthwith, whereupon the Commitments shall immediately terminate; and (ii) with
the consent of the Required Lenders, the Agent may, or upon the request of the
Required Lenders, the Agent shall, by notice to the Borrower, declare the Loans
hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement and the Revolving Credit Notes to be due and payable forthwith,
whereupon the same shall immediately become due and payable. Except as
expressly provided above in this Section, presentment, demand, protest and all
other notices of any kind are hereby expressly waived.

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SECTION 8. THE AGENT

8.1 Appointment. Each Lender hereby irrevocably designates
and appoints Chemical Bank as the Agent of such Lender under this Agreement and
the other Loan Documents, and each such Lender irrevocably authorizes Chemical
Bank, as the Agent for such Lender, to take such action on its behalf under the
provisions of this Agreement and the other Loan Documents and to exercise such
powers and perform such duties as are expressly delegated to the Agent by the
terms of this Agreement and the other Loan Documents, together with such other
powers as are reasonably incidental thereto. Notwithstanding any provision to
the contrary elsewhere in this Agreement, the Agent shall not have any duties
or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Agent.

8.2 Delegation of Duties. The Agent may execute any of its
duties under this Agreement and the other Loan Documents by or through agents
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys in-fact selected by it with
reasonable care.

8.3 Exculpatory Provisions. Neither the Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall
be (i) liable for any action lawfully taken or omitted to be taken by it or
such Person under or in connection with this Agreement or any other Loan
Document (except for its or such Person's own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by the Borrower or any
officer thereof contained in this Agreement or any other Loan Document or in
any certificate, report, statement or other document referred to or provided
for in, or received by the Agent under or in connection with, this Agreement or
any other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or the Notes or any other Loan
Document or for any failure of the Borrower to perform its obligations
hereunder or thereunder. The Agent shall not be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of the Borrower.

8.4 Reliance by Agent. The Agent shall be entitled to rely,
and shall be fully protected in relying, upon any Revolving Credit Note,
writing, resolution, notice, consent, certificate, affidavit, letter, telecopy,
telex or teletype message, statement, order or other document believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Borrower), independent accountants and other
experts selected by the Agent. The Agent may deem and treat the payee of any
Revolving Credit Note as the owner

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<PAGE> 38

thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Agent. The Agent shall be
fully justified in failing or refusing to take any action under this Agreement
or any other Loan Document unless it shall first receive such advice or
concurrence of the Required Lenders or all the Lenders, as the case may be, as
it deems appropriate or it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action. The Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement and the Revolving Credit Notes and the other Loan Documents in
accordance with a request of the Required Lenders or all the Lenders, as the
case may be, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders and all future holders of the
Revolving Credit Notes.

8.5 Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Agent has received notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default". In the event that the Agent
receives such a notice, the Agent shall give notice thereof to the Lenders.
The Agent shall take such action with respect to such Default or Event of
Default as shall be reasonably directed by the Required Lenders; provided that
unless and until the Agent shall have received such directions, the Agent may
(but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem
advisable in the best interests of the Lenders.

8.6 Non-Reliance on Agent and Other Lenders. Each Lender
expressly acknowledges that neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Agent hereinafter
taken, including any review of the affairs of the Borrower, shall be deemed to
constitute any representation or warranty by the Agent to any Lender. Each
Lender represents to the Agent that it has, independently and without reliance
upon the Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into
the business, operations, property, financial and other condition and
creditworthiness of the Borrower and made its own decision to make its Loans
hereunder and enter into this Agreement. Each Lender also represents that it
will, independently and without reliance upon the Agent or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Borrower. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the Agent
hereunder, the Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information

55
<PAGE> 39

concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Borrower which may come into
the possession of the Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates.

8.7 Indemnification. The Lenders agree to indemnify the
Agent in its capacity as such (to the extent not reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), ratably according to
their respective Commitment Percentages in effect on the date on which
indemnification is sought under this subsection, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at any
time (including, without limitation, at any time following the payment of the
Revolving Credit Notes) be imposed on, incurred by or asserted against the
Agent in any way relating to or arising out of this Agreement, any of the other
Loan Documents or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by the Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting solely from the Agent's gross
negligence or willful misconduct. The agreements in this subsection shall
survive the payment of the Revolving Credit Notes and all other amounts payable
hereunder.

8.8 Agent in Its Individual Capacity. The Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the Borrower as though the Agent were not the Agent
hereunder and under the other Loan Documents. With respect to its Loans made
or renewed by it and any Revolving Credit Note issued to it, the Agent shall
have the same rights and powers under this Agreement and the other Loan
Documents as any Lender and may exercise the same as though it were not the
Agent, and the terms "Lender" and "Lenders" shall include the Agent in its
individual capacity.

SECTION 9. MISCELLANEOUS

9.1 Amendments and Waivers. Neither this Agreement, any
Revolving Credit Note, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
subsection. The Required Lenders may, or, with the written consent of the
Required Lenders, the Agent may, from time to time, (a) enter into with the
Borrower written amendments, supplements or modifications hereto and to the
Revolving Credit Notes for the purpose of adding any provisions to this
Agreement or the Revolving Credit Notes or changing in any manner the rights of
the Lenders or of the Borrower hereunder or thereunder or (b) waive, on such
terms and conditions as the Required Lenders or the Agent, as the case may be,
may specify in such instrument, any of the requirements of this Agreement or
the Revolving Credit Notes or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification

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<PAGE> 40

shall (i) reduce the amount or extend the scheduled date of maturity of any
Revolving Credit Note or of any installment thereof, or reduce the stated rate
of any interest or fee payable hereunder or extend the scheduled date of any
payment thereof or increase the amount or extend the expiration date of any
Lender's Commitment, in each case without the consent of each Lender affected
thereby, or (ii) amend, modify or waive any provision of this subsection or
reduce the percentage specified in the definition of Required Lenders, or
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement and the other Loan Documents, in each case
without the written consent of all the Lenders, or (iii) amend, modify or waive
any provision of Section 8 without the written consent of the Agent. Any such
waiver and any such amendment, supplement or modification shall apply equally
to each of the Lenders and shall be binding upon the Borrower, the Lenders, the
Agent and all future holders of the Revolving Credit Notes. In the case of any
waiver, the Borrower, the Lenders and the Agent shall be restored to their
former position and rights hereunder and under the outstanding Revolving Credit
Notes, and any Default or Event of Default waived shall be deemed to be cured
and not continuing; but no such waiver shall extend to any subsequent or other
Default or Event of Default, or impair any right consequent thereon.

9.2 Notices. All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or three days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice,
when received, addressed as follows in the case of the Borrower and the Agent,
and as set forth in Schedule I in the case of the other parties hereto, or to
such other address as may be hereafter notified by the respective parties
hereto and any future holders of the Revolving Credit Notes:

The Borrower: First American Corporation
First American Center
Nashville, Tennessee 37237
Attention: Alex P. Waddell
Telecopy: 615-748-2238

The Agent: Chemical Bank
270 Park Avenue
New York, New York 10017
Attention: George C. Johnson
Telecopy: 212-370-0429

provided that any notice, request or demand to or upon the Agent or the Lenders
pursuant to subsection 2.3, 2.5, 2.6, 2.7 or 2.12 shall not be effective until
received.

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<PAGE> 41

9.3 No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Agent or any Lender, any right,
remedy, power or privilege hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.

9.4 Survival of Representations and Warranties. All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the Revolving Credit Notes.

9.5 Payment of Expenses and Taxes. The Borrower agrees (a)
to pay or reimburse the Agent for all its out-of-pocket costs and expenses
incurred in connection with the development, preparation and execution of, and
any amendment, supplement or modification to, this Agreement and the Revolving
Credit Notes and any other documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, including, without limitation, the reasonable
fees and disbursements of counsel to the Agent and (b) to indemnify the Agent,
each Lender and their respective directors, officers and employees from, and
hold each of them harmless against, all losses, claims, damages, penalties,
judgments, liabilities and expenses (including, without limitation, all
expenses of litigation or preparation therefor whether or not the Agent or any
Lender is a party thereto) that any of them may pay or incur arising out of or
resulting from any (i) actual or proposed use by the Borrower of the proceeds
of any extension of credit by any Lender hereunder; (ii) breach by the Borrower
of this Agreement or any other Loan Document; (iii) violation by the Borrower
or any Subsidiary of any Requirement of Law; or (iv) investigation, litigation
or other proceeding (including any threatened investigation, litigation or
other proceedings) relating to the foregoing; provided that the Borrower shall
not be liable for any such losses, claims, damages, penalties, judgments,
liabilities or expenses to the extent they arise from the gross negligence or
willful misconduct of the party to be indemnified. The agreements in this
subsection shall survive the payment of the Revolving Credit Notes and all
other amounts payable hereunder.

9.6 Successors and Assigns; Participations and Assignments;
Purchasing Lenders. (a) This Agreement shall be binding upon and inure to the
benefit of the Borrower, the Lenders, the Agent, all future holders of the
Revolving Credit Notes and their respective successors and assigns, except that
the Borrower may not assign or transfer any of its rights or obligations under
this Agreement without the prior written consent of each Lender.

(b) Any Lender may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time sell to one or more
banks or other entities ("Participants"), with the consent of the Borrower,

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<PAGE> 42

participating interests in any Loan owing to such Lender, any Revolving Credit
Note held by such Lender, any Commitment of such Lender or any other interest
of such Lender hereunder and under the other Loan Documents. In the event of
any such sale by a Lender of a participating interest to a Participant, such
Lender's obligations under this Agreement to the other parties to this
Agreement shall remain unchanged, such Lender shall remain solely responsible
for the performance thereof, such Lender shall remain the holder of any such
Revolving Credit Note for all purposes under this Agreement and the other Loan
Documents, and the Borrower and the Agent shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. The Borrower
agrees that each Participant shall be entitled to the benefits of subsections
2.14, 2.15, 2.16 with respect to its participation in the Commitments and the
Loans outstanding from time to time; provided, that no Participant shall be
entitled to receive any greater amount pursuant to such subsections than the
transferor Lender would have been entitled to receive in respect of the amount
of the participation transferred by such transferor Lender to such Participant
had no such transfer occurred.

(c) Any Lender may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time and from time to
time assign to any Lender or any affiliate thereof or, with the prior written
consent of the Borrower and the Agent (which in each case shall not be
unreasonably withheld), to an additional bank or financial institution ("an
Assignee") all or any part of its rights and obligations under this Agreement
and the Notes pursuant to an Assignment and Assumption Agreement, substantially
in the form of Exhibit C, executed by such Assignee, such assigning Lender
(and, in the case of an Assignee that is not then a Lender or an affiliate
thereof, by the Borrower and the Agent) and delivered to the Agent for its
acceptance and recording in the Register. Upon such execution, delivery,
acceptance and recording, from and after the effective date determined pursuant
to such Assignment and Assumption Agreement, (x) the Assignee thereunder shall
be a party hereto and, to the extent provided in such Assignment and Assumption
Agreement, succeed to the rights and be obligated to perform the obligations of
a Lender hereunder with a Commitment as set forth therein, and (y) the
Commitment of the assigning Lender thereunder shall, to the extent provided in
such Assignment and Assumption Agreement, be reduced by an amount equal to the
Commitment assigned to the Assignee and the assigning Lender shall relinquish
its rights and be released from its obligations under this Agreement (and, in
the case of an Assignment and Assumption Agreement covering all or the
remaining portion of an assigning Lender's rights and obligations under this
Agreement, such assigning Lender shall cease to be a party hereto).

(d) The Agent shall maintain at its address referred to in
subsection 9.2 a copy of each Assignment and Assumption Agreement delivered to
it and a register (the "Register") for the recordation of the names and
addresses of the Lenders and the Commitment of, and principal amount of the
Loans owing to, each Lender from time to time. The entries in the Register
shall be conclusive, in the absence of manifest error, and the Borrower, the
Agent and the Lenders may

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<PAGE> 43

treat each Person whose name is recorded in the Register as the owner of the
Loan recorded therein for all purposes of this Agreement. The Register shall
be available for inspection by the Borrower or any Lender at any reasonable
time and from time to time upon reasonable prior notice.

(e) Upon its receipt of an Assignment and Assumption
Agreement executed by an assigning Lender and an Assignee (and, in the case of
an Assignee that is not then a Lender or an affiliate thereof, by the Borrower
and the Agent) together with payment to the Agent by the assigning Lender or
Assignee of a registration and processing fee of $2,000, the Agent shall (i)
promptly accept such Assignment and Assumption Agreement and (ii) on the
effective date determined pursuant thereto record the information contained
therein in the Register and give notice of such acceptance and recordation to
the Lenders and the Borrower. On or prior to such effective date, the
Borrower, at its own expense, shall execute and deliver to the Agent (in
exchange for the Revolving Credit Note of the assigning Lender) a new Revolving
Credit Note to the order of such Assignee in an amount equal to the Commitment
assumed by it pursuant to such Assignment and Assumption Agreement and, if the
assigning Lender has retained a Commitment hereunder, a new Revolving Credit
Note to the order of the assigning Lender in an amount equal to the Commitment
retained by it hereunder. Such new Notes shall be dated the Closing Date and
shall otherwise be in the form of the Note replaced thereby. The foregoing
provision shall not apply to Assignment and Assumption Agreement received from
Extension Lenders pursuant to subsection 2.5(b).

(f) The Borrower authorizes each Lender to disclose on a confidential
basis to any Participant, Assignee or Extension Lender (each, a "Transferee")
and, with the consent of the Borrower, any prospective Transferee any and all
public financial information in such Lender's possession concerning the
Borrower and its Affiliates which has been delivered to such Lender by or on
behalf of the Borrower pursuant to this Agreement or which has been delivered
to such Lender by or on behalf of the Borrower in connection with such Lender's
credit evaluation of the Borrower and its Affiliates prior to becoming a party
to this Agreement.

(g) If, pursuant to this subsection, any interest in this Agreement
or any Revolving Credit Note is transferred to any Transferee which is
organized under the laws of any jurisdiction other than the United States or
any state thereof, the transferor Lender shall cause such Transferee,
concurrently with the effectiveness of such transfer, (i) to represent to the
transferor Lender (for the benefit of the transferor Lender, the Agent and the
Borrower) that under applicable law and treaties no taxes will be required to
be withheld by the Agent, the Borrower or the transferor Lender with respect to
any payments to be made to such Participant in respect of the Loans, (ii) to
furnish to the transferor Lender either U.S. Internal Revenue Service Form 4224
or U.S. Internal Revenue Service Form 1001 (wherein such Transferee claims
entitlement to complete exemption from U.S. federal withholding tax on all
interest payments hereunder) and (iii) to agree (for the benefit of the
transferor Lender, the Agent and the Borrower) to provide the transferor Lender
a new Form 4224 or Form 1001 upon the expiration or obsolescence of any
previously delivered form and comparable statements in

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<PAGE> 44

accordance with applicable U.S. laws and regulations and amendments duly
executed and completed by such Transferee, and to comply from time to time with
all applicable U.S. laws and regulations with regard to such withholding tax
exemption.

(h) Nothing herein shall prohibit any Lender from pledging or
assigning any Revolving Credit Note to any Federal Reserve Lender in accordance
with applicable law. Any such Lender shall not be released from any of its
obligations under this Agreement.

9.7 Set-off. In addition to any rights and remedies of the
Lenders provided by law, each Lender shall have the right, without prior notice
to the Borrower, any such notice being expressly waived by the Borrower to the
extent permitted by applicable law, upon any amount becoming due and payable by
the Borrower hereunder or under the Notes (whether at the stated maturity, by
acceleration or otherwise) to set-off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Lender or any branch or
agency thereof to or for the credit or the account of the Borrower (but not to
or for the credit or the account of any Subsidiary). Each Lender agrees
promptly to notify the Borrower and the Agent after any such set-off and
application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such set-off and application.

9.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. A set of the copies of this Agreement signed by all
the parties shall be lodged with the Borrower and the Agent.

9.9 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

9.10 Integration. This Agreement and the other Loan
Documents represent the agreement of the Borrower, the Agent and the Lenders
with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Agent or any Lender relative
to subject matter hereof not expressly set forth or referred to herein or in
the other Loan Documents.

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<PAGE> 45

9.11 GOVERNING LAW. THIS AGREEMENT AND THE REVOLVING CREDIT
NOTES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND
THE REVOLVING CREDIT NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

9.12 WAIVERS OF JURY TRIAL. THE BORROWER, THE AGENT AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

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

FIRST AMERICAN CORPORATION

By /s/ Alex P. Waddell
----------------------------------
Title: Senior Vice President
and Treasurer

CHEMICAL BANK,
as Agent and as a Lender

By /s/ George C. Johnson
----------------------------------
Title: Vice President

THE FIRST NATIONAL BANK OF CHICAGO

By /s/ John Rosenthal
----------------------------------
Title: Vice President

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<PAGE> 46

Schedule I
----------

Commitment Amounts and Percentages;
Lending Offices; Addresses for Notice
-------------------------------------

A. Commitment Amounts
<TABLE>
<CAPTION>
COMMITMENT
LENDER TOTAL COMMITMENT PERCENTAGE
- ------ ---------------- ----------
<S> <C> <C>
CHEMICAL BANK $ 20,000,000.00 57.14%

THE FIRST NATIONAL BANK
OF CHICAGO $ 15,000,000.00 42.86%
</TABLE>

B. Lending Offices; Addresses for Notice

CHEMICAL BANK
- -------------

Domestic Lending Office: Chemical Bank
270 Park Avenue
New York, New York 10017

Eurodollar Lending Office: Chemical Bank
270 Park Avenue
New York, New York 10017

Address for Notices: See subsection 9.2 of the Credit Agreement

THE FIRST NATIONAL BANK OF CHICAGO
- ----------------------------------

Domestic Lending Office: The First National Bank of Chicago
One First National Plaza
Suite 0162
Chicago, Illinois 60670

Eurodollar Lending Office: The First National Bank of Chicago
One First National Plaza
Suite 0162
Chicago, Illinois 60670

Address for Notices: The First National Bank of Chicago
One First National Plaza
Suite 0162
Chicago, Illinois 60670
Attention: Martha Marin
Telecopy: (312) 732-1158

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<PAGE> 47

Schedule II
-----------

Consents and Authorizations
---------------------------

1. Approval of the Board of Directors of First American Corporation.

2. In addition to the foregoing, certain consents, authorizations,
filings, notices or other acts may be required in connection with
certain usages of borrowings hereunder, particularly to the extent
borrowings may be utilized in connection with acquisitions.

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<PAGE> 48

Schedule III
------------

Liens
-----

As of March 31, 1994, no liens upon any of the property,
assets or revenues of the Borrower or any of its Subsidiaries exist except
liens falling under the descriptions contained in subsections 6.3(a) through
(h), (j), (k) or (l).

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<PAGE> 49

Exhibit A
---------

FORM OF REVOLVING CREDIT NOTE
-----------------------------

$_____________ New York, New York
March __, 1994

FOR VALUE RECEIVED, the undersigned, FIRST AMERICAN
CORPORATION, a Tennessee corporation (the "Borrower"), hereby unconditionally
promises to pay to the order of _________________ (the "Lender") at the office
of Chemical Bank, located at 270 Park Avenue, New York, New York 10017, in
lawful money of the United States of America and in immediately available
funds, the principal amount of (a) _______________ DOLLARS ($__________), or,
if less, (b) the aggregate unpaid principal amount of all Revolving Credit
Loans made by the Lender to the Borrower pursuant to subsection 2.1 of the
Credit Agreement hereinafter referred to (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"). The principal amount of
each Revolving Credit Loan evidenced hereby shall be payable on the Termination
Date. The Borrower further agrees to pay interest in like money at such office
on the unpaid principal amount hereof from time to time outstanding at the
applicable interest rate per annum determined as provided in, and payable as
specified in, subsection 2.9 of the Credit Agreement.

The holder of this Revolving Credit Note is authorized to
record the date, Type and amount of each Revolving Credit Loan made by the
Lender pursuant to subsection 2.1 of the Credit Agreement, the date and amount
of each repayment of principal hereof, the date of each interest rate
conversion pursuant to subsection 2.7 of the Credit Agreement and the principal
amount subject thereto, and in the case of Eurodollar Loans or C/D Rate Loans,
the interest rate and maturity date with respect thereto on the schedules
annexed hereto and made a part hereof or on any other record customarily
maintained by such Lender with respect to this Revolving Credit Note; provided,
however, that the failure to make any such endorsement shall not affect the
obligations of the Borrower in respect of such Revolving Credit Loan.

This Revolving Credit Note is one of the Revolving Credit
Notes referred to in the Credit Agreement dated as of March 31, 1994, among the
Borrower, the Lender, the other lenders from time to time parties thereto and
Chemical Bank, as Agent, and is entitled to the benefits thereof.

Upon the occurrence of any one or more of the Events of
Default specified in the Credit Agreement, all amounts then remaining unpaid on
this Revolving Credit Note shall become, or may be declared to be, immediately
due and payable, all as provided therein.

All parties now and hereafter liable with respect to this
Revolving Credit Note, whether maker, principal, surety, guarantor, endorser or
otherwise, hereby waive presentment, demand, protest and all other notices of
any kind.

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<PAGE> 50

Terms defined in the Credit Agreement are used herein with
their defined meanings unless otherwise defined herein. This Revolving Credit
Note shall be governed by, and construed and interpreted in accordance with,
the law of the State of New York.

FIRST AMERICAN CORPORATION

By
-----------------------
Title:

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<PAGE> 51

Schedule 1 to Note
----

ALTERNATE BASE RATE LOANS
LOANS AND PAYMENTS OF PRINCIPAL
-------------------------------

<TABLE>
<CAPTION>
Amount
Converted
Amount to Euro-
Converted Amount dollar
Amount to Alter- of Loans Unpaid
of nate Base Principal or C/D Principal Notation
Date Loans Rate Loans Repaid Rate Loans Balance Made By
- ---- ------ ---------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
____ ______ __________ _________ _________ _________ _________

____ ______ __________ _________ _________ _________ _________

____ ______ __________ _________ _________ _________ _________
</TABLE>

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<PAGE> 52

Schedule 2 to Note
----

EURODOLLAR LOANS
LOANS AND PAYMENTS OF PRINCIPAL
-------------------------------

<TABLE>
<CAPTION>
Amount
Converted
Amount to Alter-
Converted Amount nate Base
Amount to Euro- of Rate Loans Unpaid
of dollar Principal or C/D Principal Notation
Date Loans Loans Repaid Rate Loans Balance Made By
- ---- ------ --------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
____ ______ _________ _________ _________ _________ _________

____ ______ _________ _________ _________ _________ _________

____ ______ _________ _________ _________ _________ _________
</TABLE>

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<PAGE> 53

Schedule 3 to Note
----

C/D RATE LOANS
LOANS AND PAYMENTS OF PRINCIPAL
-------------------------------

<TABLE>
<CAPTION>
Amount
Converted
Amount to Alter-
Converted Amount nate Base
Amount to C/D of Rate Loans Unpaid
of Rate Principal or C/D Principal Notation
Date Loans Loans Repaid Rate Loans Balance Made By
- ---- ------ --------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
____ ______ _________ _________ _________ _________ _________

____ ______ _________ _________ _________ _________ _________

____ ______ _________ _________ _________ _________ _________
</TABLE>

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<PAGE> 54

Exhibit B

March 31, 1994

Chemical Bank
270 Park Avenue
New York, New York 10017

The First National Bank of Chicago
One First National Plaza
Suite 0162
Chicago, Illinois 60670

Re: $35,000,000 Credit Facility

Ladies and Gentlemen:

I serve as general counsel to First American Corporation, a Tennessee
corporation (the "Borrower"), and have represented the Borrower in connection
with that certain Credit Agreement dated as of March 31, 1994 by and among the
Borrower, Chemical Bank and The First National Bank of Chicago (collectively,
the "Lenders"). I have been requested to render this opinion pursuant to
Section 4.1(c) of the Credit Agreement. The terms used in this opinion that
are defined in the Credit Agreement shall have the same definitions when used
herein, unless otherwise defined herein.

In rendering this opinion, I have reviewed the Credit Agreement and
the form of Revolving Credit Note attached thereto. As to various issues of
fact material to this opinion, I have relied upon the representations and
warranties of the Borrower contained in the Credit Agreement and upon
statements and certificates of various officers of the Borrower and/or its
Subsidiaries and upon certificates of various regulatory authorities as I have
deemed necessary or appropriate for purposes of this opinion.

Regarding documents executed by parties other than the Borrower, I
have assumed that such documents are the valid and binding obligations of and
enforceable against such other parties. I have also assumed the authenticity
of all documents submitted to me as originals, the genuineness of all
signatures, the legal capacity of natural persons and the conformity to
authentic original documents of all documents submitted to me as certified,
conformed or photostatic copies.

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<PAGE> 55

March 31, 1994
Page 2

Based on the foregoing and upon such investigation as I have deemed
relevant, and subject to the assumptions, limitations and qualifications set
forth herein, I am of the opinion that:

1. Each of the Borrower and its Subsidiaries (a) is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, (b) has the corporate power and authority, and the legal right,
to own and operate its property, to lease the property it operates as lessee
and to conduct the business in which it is currently engaged, (c) is duly
qualified as a foreign corporation and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the conduct
of its business requires such qualification and (d) is in compliance with all
Requirements of Law. With respect to the foregoing clauses (c) and (d), the
opinion expressed herein is limited to the extent that the failure to comply
therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.

2. Subject to the following paragraph 3, the Borrower has the
corporate power and authority, and the legal right, to make, deliver and
perform the Credit Agreement and the Revolving Credit Notes and to borrow
thereunder and has taken all necessary corporate action to authorize the
borrowings on the terms and conditions of the Credit Agreement and the
Revolving Credit Notes and to authorize the execution, delivery and performance
of the Credit Agreement and the Revolving Credit Notes.

3. Except as disclosed on Schedule II to the Credit Agreement, as of
the Closing Date no consent or authorization of, filing with, notice to or
other act by or in respect of, any Governmental Authority is required in
connection with the borrowings on the terms and conditions of the Credit
Agreement and the Revolving Credit Notes or with the execution, delivery,
performance, validity or enforceability of the Credit Agreement or the
Revolving Credit Notes.

4. The Credit Agreement and each Revolving Credit Note has been duly
and validly executed and delivered on behalf of the Borrower and (assuming the
due authorization, execution and delivery thereof by the Lenders and the Agent)
constitute the legal, valid and binding obligation of the Borrower enforceable
against the Borrower in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or law).

5. Subject to the above paragraph 3, the execution, delivery and
performance of the Credit Agreement and the Revolving Credit Notes, the
borrowings thereunder and the use of the proceeds thereof will not violate in
any manner constituting a Material Adverse Effect, any Requirement of Law or
Contractual Obligation of the Borrower or any of its Subsidiaries and will not
result in, or require, the creation or imposition of any Lien on any of its or
their respective properties or revenues pursuant to any such Requirement of Law
or Contractual Obligation.

72
<PAGE> 56

March 31, 1994
Page 3

6. To the best of my knowledge, no litigation, investigation or
proceedings of or before any arbitrator or Governmental Authority is pending
or, to the knowledge of the Borrower, threatened by or against the Borrower or
any of its Subsidiaries or against any of its or their respective properties or
revenues (a) with respect to the Credit Agreement or the Revolving Credit Notes
or any of the transactions contemplated thereby, or (b) which could reasonably
be expected to have a Material Adverse Effect.

7. To the best of my knowledge, neither the Borrower nor any of its
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect which could reasonably be expected to have a
Material Adverse Effect and no such Default or Event of Default has occurred
and is continuing.

8. No Requirement of Law or Contractual Obligation (as opposed to a
violation of either) of Borrower or any of its Subsidiaries could reasonably be
expected to have a Material Adverse Effect.

9. No part of the proceeds of any Loans will be used for
"purchasing" or "carrying" any "margin stock" within the respective meanings of
each of the quoted terms under Regulation U of the Board of Governors of the
Federal Reserve System as now and from time to time hereafter in effect or for
any purpose which violates the provisions of the Regulations of such Board of
Governors.

10. The Borrower is not an "investment company," or a company
"controlled" by an "investment company," within the meaning of the Investment
Company Act of 1940, as amended.

11. Subject to the above paragraph 3, the Borrower is not subject to
regulation under any Federal or State statute or regulation which limits its
ability to incur Indebtedness under the Credit Agreement, except to the extent
that certain provisions of Regulation Y of the Federal Reserve Board and
various implementing Regulations under the Federal Deposit Insurance
Corporation Improvement Act of 1991 relating to adequacy of capital and
risk-based capital may in the future indirectly limit such ability to incur
Indebtedness.

I express no opinion herein other than as to the law of the State of
Tennessee and the federal law of the United States.

This opinion is rendered as of the date hereof and no obligation is
hereby assumed to advise you of changes, whether or not deemed material, that
may hereinafter be brought to my attention.

Whenever a statement herein is qualified by "to the best of my
knowledge" or a similar phrase, I do not intend to indicate that I have
affirmative knowledge of the matters set forth in such statement; rather I
intend to indicate only that, during the course of my representation of the
Borrower, no information that would give me current,

73
<PAGE> 57

March 31, 1994
Page 4

actual knowledge of the inaccuracy of such statement has come to my attention
and I have not undertaken any independent investigation to determine the
accuracy of such statement.

This opinion is rendered solely for your information in connection
with the above-referenced transaction and may not be delivered or quoted to any
other person or relied upon for any other purpose without my prior written
consent.

Sincerely,

Martin E. Simmons
Executive Vice President -
Administration, General Counsel
and Corporate Secretary

MES/cy

74
<PAGE> 58

Exhibit C
---------

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

Reference is made to the Amended and Restated Credit Agreement, dated
as of March 31, 1994, (as amended, supplemented or otherwise modified from time
to time, the "Credit Agreement"), among First American Corporation (the
"Borrower"), the Lenders named therein and Chemical Bank, as agent for the
Lenders (in such capacity, the "Agent"). Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

(the "Assignor") and
(the "Assignee") agree as follows:

1. The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), a ___% interest (the "Assigned Interest") in
and to the Assignor's rights and obligations under the Credit Agreement with
respect to those credit facilities contained in the Credit Agreement as are set
forth on Schedule 1 (individually, an "Assigned Facility"; collectively, the
"Assigned Facilities"), in a principal amount for each Assigned Facility as set
forth on Schedule 1.

2. The Assignor (a) makes no representation or warranty and assumes
no responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, any other Loan Document or any other instrument or document
furnished pursuant thereto, other than that it has not created any adverse
claim upon the interest being assigned by it hereunder and that such interest
is free and clear of any such adverse claim; (b) makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Company, any of its Subsidiaries or any other obligor or the performance
or observance by the Company, any of its Subsidiaries or any other obligor of
any of their respective obligations under the Credit Agreement or any other
Loan Document or any other instrument or document furnished pursuant hereto or
thereto; and (c) attaches the Revolving Credit Note(s) held by it evidencing
the Assigned Facilities and requests that the Agent exchange such Revolving
Credit Note(s) for a new Revolving Credit Note or Revolving Credit Notes
payable to the Assignee and, if the Assignor has retained any interest in the
Assigned Facility, a new Revolving Credit Note or Revolving Credit Notes
payable to the Assignor, in the respective amounts which reflect the assignment
being made hereby (and after giving effect to any other assignments which have
become effective on the Effective Date).

3. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Assumption Agreement; (b) confirms
that it has received a copy of the Credit Agreement, together with copies of
the financial statements delivered pursuant to subsection 3.1 thereof and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this

75
<PAGE> 59

Assignment and Assumption Agreement; (c) agrees that it will, independently and
without reliance upon the Assignor, the Agent or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement, the other Loan Documents or any other instrument or
document furnished pursuant hereto or thereto; (d) appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers
and discretion under the Credit Agreement, the other Loan Documents or any
other instrument or document furnished pursuant hereto or thereto as are
delegated to the Agent by the terms thereof, together with such powers as are
incidental thereto; and (e) agrees that it will be bound by the provisions of
the Credit Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender including, without limitation, if it is organized
under the laws of a jurisdiction outside the United States, its obligation
pursuant to paragraph 2.15(b) of the Credit Agreement. [This Assignment and
Assumption Agreement is conditioned upon the prior written consent of the
Borrower and the Agent pursuant to Section 9.6(c) of the Credit Agreement. The
execution of this Assignment and Assumption Agreement by the Borrower and the
Agent is evidence of this consent.]

4. The effective date of this Assignment and Assumption Agreement
shall be , 19 (the "Effective Date"). Following the
execution of this Assignment and Assumption Agreement, it will be delivered to
the Agent for acceptance by it and recording by the Agent pursuant to
subsection 9.6 of the Credit Agreement, effective as of the Effective Date
(which shall not, unless otherwise agreed to by the Agent, be earlier than five
Business Days after the date of such acceptance and recording by the Agent).
The Assignor or the Assignee shall be responsible for payment of all
registration and processing fees to the Agent required by Section 9.6 of the
Credit Agreement.

5. Upon such acceptance and recording, from and after the Effective
Date, the Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) to the
Assignee whether such amounts have accrued prior to the Effective Date or
accrue subsequent to the Effective Date. The Assignor and the Assignee shall
make all appropriate adjustments in payments by the Agent for periods prior to
the Effective Date or with respect to the making of this assignment directly
between themselves.

6. From and after the Effective Date, (a) the Assignee shall be a
party to and deemed to be a Lender under the Credit Agreement and, to the
extent provided in this Assignment and Assumption Agreement, succeed to the
rights and be obligated to perform the obligations of a Lender thereunder and
under the other Loan Documents with a Commitment in an amount equal to the
Assigned Interest and shall be bound by the provisions thereof and (b) the
Commitment of the Assignor shall, to the extent provided in this Assignment and
Assumption Agreement, be reduced by an amount equal to the Assigned Interest
and the Assignor shall relinquish its rights and be released from its
obligations under the Credit Agreement to the extent such obligations have been
assumed by the Assignee.

76
<PAGE> 60

7. This Assignment and Assumption Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

8. This Assignment and Assumption Agreement may be executed by one or
more of the parties to this Assignment and Assumption Agreement on any number
of separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be executed as of the date first above written by their
respective duly authorized officers on Schedule 1 hereto.

[Name of Assignee] [Name of Assignor]

By By
----------------------------------- ----------------------------------
Name: Name:
Title: Title:

Accepted: Consented To:

Chemical Bank, as Agent [Name of Borrower, if
required]

By
----------------------------------- By
Name: ----------------------------------
Title: Name:
Title:

77
<PAGE> 61

Schedule 1
to Assignment and Assumption Agreement
relating to the Credit Agreement, dated as of March 31, 1994,
among
FIRST AMERICAN CORPORATION,
the Lenders named therein
and
Chemical Bank, as agent for the Lenders (in such capacity, the "Agent")
- --------------------------------------------------------------------------------

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:
<TABLE>
<CAPTION>
Credit Principal
Facility Assigned Amount Assigned Commitment Percentage Assigned
--------------------- ------------------- ----------------------------------
<S> <C> <C>
$ . %
</TABLE>

78
<PAGE> 62

Execution Copy

AMENDMENT NO. 1 dated as of May 31, 1994 (the "Amendment") to
the Amended and Restated Credit Agreement referred to below between First
American Corporation, a Tennessee corporation (the "Borrower"), and the several
lenders from time to time parties thereto (the "Lenders") and Chemical Bank, as
Agent.

W I T N E S S E T H :

WHEREAS, the Borrower has entered into an Amended and Restated
Credit Agreement dated as of March 31, 1994 with the several lenders from time
to time parties thereto and the Agent (as amended, supplemented or otherwise
modified from time to time, the "Agreement"), pursuant to which the Lenders
agreed to make certain loans to the Borrower;

WHEREAS, the Borrower has requested that the Lenders increase
the aggregate amount of the Commitments from $35 million to $50 million; and

WHEREAS, NBD Bank, N.A. ("NBD Bank") is willing to make
available a Commitment pursuant to the Agreement and become a party to the
Agreement; and

WHEREAS, the Lenders agree to the requested amendment but only
on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and mutual
agreements herein contained, the Borrower and the Lenders agree as follows:

1. Defined Terms. Unless otherwise defined herein, terms
which are defined in the Agreement are so used as so defined.

2. Addition of Section 8.9 of the Agreement. Section 8.9 is
hereby added thereto and shall read in its entirety as follows:

8.9 Successor Agent. The Agent may resign as Agent
upon 10 days' notice to the Lenders. If the Agent shall resign as
Agent under this Agreement and the other Loan Documents, then the
Required Lenders shall appoint from among the Lenders a successor
agent for the Lenders, which successor agent shall be approved by the
Borrower, whereupon such successor agent shall succeed to and become
vested with all the rights, powers and duties of the Agent, and the
term "Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Agent's rights, powers and
duties as Agent shall be terminated, without any other or further act
or deed on the part of such former Agent or any of the parties to this
Agreement or any holders of the Loans; provided that such former Agent
shall provide reasonable assistance in the transfer of its records to
the successor agent. After any retiring Agent's resignation as Agent,
the provisions of this Section 8 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent under
this Agreement and the other Loan Documents.

79
<PAGE> 63

3. Amendment to Schedule I of the Agreement. Schedule I of
the Agreement is hereby amended to read in its entirety as set forth in Exhibit
A hereto.

4. Conditions Precedent. This Amendment shall not become
effective until the following conditions precedent are satisfied:

(a) Amendment and Revolving Credit Note. The Agent shall
have received (i) this Amendment, executed and delivered by a duly
authorized officer of the Borrower, with a counterpart for each
Lender, and (ii) for the account of NBD Bank, a Revolving Credit Note
conforming to the requirements of the Agreement and executed by a duly
authorized officer of the Borrower.

(b) Representations and Warranties. The representations and
warranties of the Borrower contained in Section 3 of the Agreement
shall be true and correct on and as of the Effective Date (after
giving effect hereto) as if made on and as of the Effective Date;
provided that all references to the "Agreement" in such Section 3
shall be and be deemed to mean this Amendment as well as the Agreement
as amended hereby.

(c) No Default. No Default or Event of Default has occurred
and is continuing on and as of the Effective Date (after giving effect
hereto).

5. Effect of Amendment. Except as expressly amended hereby,
all of the terms and provisions of the Agreement shall remain in full force and
effect and are hereby ratified and confirmed. The amendment provided herein
shall be limited precisely as drafted and shall not constitute a waiver or an
amendment of any other term, condition or provision of the Agreement.

6. Expenses. The Borrower agrees to pay and reimburse the
Agent for all of its out-of-pocket costs and expenses incurred in connection
with the development, preparation and execution of this Amendment and the
Revolving Credit Note, including the reasonable fees and expenses of counsel to
the Agent.

7. Definition of Effective Date. As used in this Amendment,
the term "Effective Date" shall mean the date the Lenders shall have received a
copy of this Amendment executed by a duly authorized officer of the Borrower.

8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

9. Counterparts. This Amendment may be executed in any
number of counterparts by the parties hereto, each of which counterpart when so
executed shall be an original, but all counterparts together shall constitute
one and the same instrument.

80
<PAGE> 64

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

FIRST AMERICAN CORPORATION

By /s/ M. Jack Vannatta
----------------------------------
Name: M. Jack Vannatta
Title: Senior Vice President,
Principal Accounting
Officer and Treasurer

CHEMICAL BANK,
as Agent and as a Lender

By /s/ Roger A. Parker
----------------------------------
Name: Roger A. Parker
Title: Vice President

THE FIRST NATIONAL BANK OF CHICAGO

By /s/ Robert E. O'Connell
----------------------------------
Name: Robert E. O'Connell
Title: Vice President

NBD BANK, N.A.

By /s/ Kimberly R. Zazula
----------------------------------
Name: Kimberly R. Zazula
Title: Second Vice President

81
<PAGE> 65

EXHIBIT A
Schedule I
----------

Commitment Amounts and Percentages;
Lending Offices; Addresses for Notice
-------------------------------------

A. Commitment Amounts
<TABLE>
<CAPTION>
COMMITMENT
LENDER TOTAL COMMITMENT PERCENTAGE
- ------ ---------------- ----------
<S> <C> <C>
CHEMICAL BANK $ 20,000,000.00 40.00%

THE FIRST NATIONAL BANK
OF CHICAGO $ 15,000,000.00 30.00%

NBD BANK, N.A. $ 15,000,000.00 30.00%
</TABLE>

B. Lending Offices; Addresses for Notice

CHEMICAL BANK
- -------------

Domestic Lending Office: Chemical Bank
270 Park Avenue
New York, New York 10017

Eurodollar Lending Office: Chemical Bank
270 Park Avenue
New York, New York 10017

Address for Notices: See subsection 9.2 of the Credit Agreement

THE FIRST NATIONAL BANK OF CHICAGO
- ----------------------------------

Domestic Lending Office: The First National Bank of Chicago
One First National Plaza
Suite 0162
Chicago, Illinois 60670

Eurodollar Lending Office: The First National Bank of Chicago
One First National Plaza
Suite 0162
Chicago, Illinois 60670

Address for Notices: The First National Bank of Chicago
One First National Plaza
Suite 0162
Chicago, Illinois 60670
Attention: Martha Marin
Telecopy: (312) 732-1158

82
<PAGE> 66

NBD BANK, N.A.
- --------------

Domestic Lending Office: NBD Bank, N.A.
611 Woodward Avenue
Detroit, Michigan 48226

Eurodollar Lending Office: NBD Bank, N.A.
611 Woodward Avenue
Detroit, Michigan 48226

Address for Notices: NBD Bank, N.A.
611 Woodward Avenue
Detroit, Michigan 48226
Attention: Kimberly R. Zazula
Telecopy: (313) 225-2649

83
<PAGE> 67

REVOLVING CREDIT NOTE
---------------------

$15,000,000 New York, New York
May 31, 1994

FOR VALUE RECEIVED, the undersigned, FIRST AMERICAN
CORPORATION, a Tennessee corporation (the "Borrower"), hereby unconditionally
promises to pay to the order of NBD Bank, N.A. (the "Lender") at the office of
Chemical Bank, located at 270 Park Avenue, New York, New York 10017, in lawful
money of the United States of America and in immediately available funds, the
principal amount of (a) FIFTEEN MILLION DOLLARS ($15,000,000), or, if less, (b)
the aggregate unpaid principal amount of all Revolving Credit Loans made by the
Lender to the Borrower pursuant to subsection 2.1 of the Credit Agreement
hereinafter referred to (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"). The principal amount of each Revolving
Credit Loan evidenced hereby shall be payable on the Termination Date. The
Borrower further agrees to pay interest in like money at such office on the
unpaid principal amount hereof from time to time outstanding at the applicable
interest rate per annum determined as provided in, and payable as specified in,
subsection 2.9 of the Credit Agreement.

84
<PAGE> 68

FIRST AMERICAN CORPORATION

By /s/ M. Jack Vannatta
-------------------------------
Title: Senior Vice President,
Principal Accounting
Officer and Treasurer

85
<PAGE> 69

Schedule 1 to Note
------------------

ALTERNATE BASE RATE LOANS
LOANS AND PAYMENTS OF PRINCIPAL
-------------------------------

____ ______ __________ _________ _________ _________ _________

____ ______ __________ _________ _________ _________ _________
</TABLE>

86
<PAGE> 70

Schedule 2 to Note
------------------

EURODOLLAR LOANS
LOANS AND PAYMENTS OF PRINCIPAL
-------------------------------

____ ______ _________ _________ _________ _________ _________

____ ______ _________ _________ _________ _________ _________
</TABLE>

87
<PAGE> 71

Schedule 3 to Note
------------------

C/D RATE LOANS
LOANS AND PAYMENTS OF PRINCIPAL
-------------------------------

____ ______ _________ _________ _________ _________ _________

____ ______ _________ _________ _________ _________ _________
</TABLE>

88
<PAGE> 72

Execution Copy
--------------

AMENDMENT NO. 2 dated as of March 31, 1995 (the "Amendment")
to the Amended and Restated Credit Agreement referred to below between First
American Corporation, a Tennessee corporation (the "Borrower"), and the several
lenders from time to time parties thereto (the "Lenders") and Chemical Bank, as
agent for the Lenders (the "Agent").

W I T N E S S E T H :

WHEREAS, the Borrower has requested that the Lenders extend
the Termination Date pursuant to Section 2.5 of the Agreement;

WHEREAS, the Borrower has requested that the Lenders increase
the aggregate amount of the Commitments from $50 million to $70 million;

WHEREAS, the Borrower has requested that the Lenders amend the
Agreement to reduce the facility fee and increase the permitted Double Leverage
Ratio; and

WHEREAS, the Lenders are willing to agree to the requested
amendments but only on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and mutual
agreements herein contained, the Borrower and the Lenders agree as follows:

1. Defined Terms. Unless otherwise defined herein, terms
which are defined in the Agreement are so used as so defined.

2. Extension of Termination Date. Each Lender hereby waives
the notice requirement set forth in subsection 2.5(b) of the Agreement and, as
requested by the Borrower, agrees to extend the Termination Date to March 31,
1998 (the "Requested Termination Date"). The Commitment of each Lender shall
continue until the Requested Termination Date and the term "Termination Date",
as used in the Agreement, shall mean the Requested Termination Date.

3. Amendment to subsection 2.4 of the Agreement. Subsection
2.4 of the Agreement is hereby amended to read in its entirety as follows:

"2.4 Fees. The Borrower agrees to pay to the Agent for the
account of each Lender a facility fee for the period from and including the
first day of the Commitment Period to the Termination Date, computed at the
rate of 3/16 of 1% per annum on the Commitment of such Lender during the period
for which payment is

89
<PAGE> 73

made, payable quarterly in arrears on the last day of each March, June,
September and December and on the Termination Date or such earlier date as the
Commitments shall terminate as provided herein, commencing on the first of such
dates to occur after the date hereof."

4. Amendment to subsection 6.1(c) of the Agreement.
Subsection 6.1(c) of the Agreement is hereby amended to read in its entirety as
follows:

"(c) Double Leverage Ratio. Permit the Double Leverage Ratio
at any time to be greater than 1.20 to 1.00."

5. Amendment to Schedule I of the Agreement. Schedule I of
the Agreement is hereby amended to read in its entirety as set forth in Exhibit
A hereto.

6. Conditions Precedent. This Amendment shall not become
effective until the following conditions precedent are satisfied:

(a) Amendment and Revolving Credit Notes. The Agent shall
have received (i) this Amendment, executed and delivered by a duly
authorized officer of the Borrower, with a counterpart for each
Lender, and (ii) for the account of each Lender, a replacement
Revolving Credit Note, which shall conform to the requirements of the
Agreement and state that such Revolving Credit Note is in replacement
of (and not in repayment or novation of) an earlier Revolving Credit
Note of the Borrower and shall be executed by a duly authorized
officer of the Borrower.

(c) No Default. No Default or Event of Default has occurred
and is continuing on and as of the Effective Date (after giving effect
hereto).

7. Effect of Amendment. Except as expressly amended hereby,
all of the terms and provisions of the Agreement shall remain in full force and
effect and are hereby ratified and confirmed. The amendment provided herein
shall be limited precisely as drafted and shall not constitute a waiver or an
amendment of any other term, condition or provision of the Agreement.

8. Expenses. The Borrower agrees to pay and reimburse the
Agent for all of its out-of-pocket costs and expenses incurred in connection
with the development, preparation and execution of this Amendment and the
Revolving Credit Notes, including the reasonable fees and expenses of counsel
to the Agent.

90
<PAGE> 74

9. Definition of Effective Date. As used in this Amendment,
the term "Effective Date" shall mean the date the Lenders shall have received a
copy of this Amendment executed by a duly authorized officer of the Borrower.

10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

11. Counterparts. This Amendment may be executed in any
number of counterparts by the parties hereto, each of which counterpart when so
executed shall be an original, but all counterparts together shall constitute
one and the same instrument.

91
<PAGE> 75

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

FIRST AMERICAN CORPORATION

By /s/ M. Jack Vannatta
----------------------------------
Name: M. Jack Vannatta
Title: E.V.P. and Controller

CHEMICAL BANK,
as Agent and as a Lender

By /s/ George C. Johnson
----------------------------------
Name: George C. Johnson
Title: Vice President

THE FIRST NATIONAL BANK OF CHICAGO

By /s/ Heather D. Tressler
----------------------------------
Name: Heather D. Tressler
Title: Asst. Vice President

NBD BANK, N.A.

By /s/ John Otteson
----------------------------------
Name: John Otteson
Title: Vice President

92
<PAGE> 76

EXHIBIT A
Schedule I
----------
Commitment Amounts and Percentages;
Lending Offices; Addresses for Notice
-------------------------------------

A. Commitment Amounts
<TABLE>
<CAPTION>
COMMITMENT
LENDER TOTAL COMMITMENT PERCENTAGE
- ------ ---------------- ----------
<S> <C> <C>
CHEMICAL BANK $ 30,000,000.00 42.86%

THE FIRST NATIONAL BANK
OF CHICAGO $ 20,000,000.00 28.57%

NBD BANK $ 20,000,000.00 28.57%
</TABLE>

B. Lending Offices; Addresses for Notice

CHEMICAL BANK
- -------------

Domestic Lending Office: Chemical Bank
270 Park Avenue
New York, New York 10017

Eurodollar Lending Office: Chemical Bank
270 Park Avenue
New York, New York 10017

Address for Notices: See subsection 9.2 of the Credit Agreement

THE FIRST NATIONAL BANK OF CHICAGO
- ----------------------------------

Domestic Lending Office: The First National Bank of Chicago
One First National Plaza
Suite 0162
Chicago, Illinois 60670

Eurodollar Lending Office: The First National Bank of Chicago
One First National Plaza
Suite 0162
Chicago, Illinois 60670

Address for Notices: The First National Bank of Chicago
One First National Plaza
Suite 0162
Chicago, Illinois 60670
Attention: Martha Marin
Telecopy: (312) 732-1158

93
<PAGE> 77

NBD BANK, N.A.
- --------------

Domestic Lending Office: NBD Bank
611 Woodward Avenue
Detroit, Michigan 48226

Eurodollar Lending Office: NBD Bank
611 Woodward Avenue
Detroit, Michigan 48226

Address for Notices: NBD Bank
611 Woodward Avenue
Detroit, Michigan 48226
Attention: John Otteson
Telecopy: (313) 225-2649

94
<PAGE> 78

REVOLVING CREDIT NOTE
---------------------

$30,000,000 New York, New York
March 31, 1995

FOR VALUE RECEIVED, the undersigned, FIRST AMERICAN
CORPORATION, a Tennessee corporation (the "Borrower"), hereby unconditionally
promises to pay to the order of Chemical Bank (the "Lender") at the office of
Chemical Bank, located at 270 Park Avenue, New York, New York 10017, in lawful
money of the United States of America and in immediately available funds, the
principal amount of (a) THIRTY MILLION DOLLARS ($30,000,000), or, if less, (b)
the aggregate unpaid principal amount of all Revolving Credit Loans made by the
Lender to the Borrower pursuant to subsection 2.1 of the Credit Agreement
hereinafter referred to (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"). The principal amount of each Revolving
Credit Loan evidenced hereby shall be payable on the Termination Date. The
Borrower further agrees to pay interest in like money at such office on the
unpaid principal amount hereof from time to time outstanding at the applicable
interest rate per annum determined as provided in, and payable as specified in,
subsection 2.9 of the Credit Agreement.

95
<PAGE> 79

This Revolving Credit Note is in replacement of (and not in
repayment or novation of) an earlier Revolving Credit Note of the Borrower.

FIRST AMERICAN CORPORATION

By /s/ M. Jack Vannatta
--------------------------------
Title: E.V.P. and Controller

96
<PAGE> 80

Schedule 1 to Note
------------------

ALTERNATE BASE RATE LOANS
LOANS AND PAYMENTS OF PRINCIPAL
-------------------------------

____ ______ __________ _________ _________ _________ _________

____ ______ __________ _________ _________ _________ _________
</TABLE>

97
<PAGE> 81

Schedule 2 to Note
------------------

EURODOLLAR LOANS
LOANS AND PAYMENTS OF PRINCIPAL
-------------------------------

____ ______ _________ _________ _________ _________ _________

____ ______ _________ _________ _________ _________ _________
</TABLE>

98
<PAGE> 82

Schedule 3 to Note
------------------

C/D RATE LOANS
LOANS AND PAYMENTS OF PRINCIPAL
-------------------------------

____ ______ _________ _________ _________ _________ _________

____ ______ _________ _________ _________ _________ _________
</TABLE>

99
<PAGE> 83

REVOLVING CREDIT NOTE
---------------------

$20,000,000 New York, New York
March 31, 1995

FOR VALUE RECEIVED, the undersigned, FIRST AMERICAN
CORPORATION, a Tennessee corporation (the "Borrower"), hereby unconditionally
promises to pay to the order of NBD Bank (the "Lender") at the office of
Chemical Bank, located at 270 Park Avenue, New York, New York 10017, in lawful
money of the United States of America and in immediately available funds, the
principal amount of (a) TWENTY MILLION DOLLARS ($20,000,000), or, if less, (b)
the aggregate unpaid principal amount of all Revolving Credit Loans made by the
Lender to the Borrower pursuant to subsection 2.1 of the Credit Agreement
hereinafter referred to (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"). The principal amount of each Revolving
Credit Loan evidenced hereby shall be payable on the Termination Date. The
Borrower further agrees to pay interest in like money at such office on the
unpaid principal amount hereof from time to time outstanding at the applicable
interest rate per annum determined as provided in, and payable as specified in,
subsection 2.9 of the Credit Agreement.

The holder of this Revolving Credit Note is
authorized to record the date, Type and amount of each Revolving Credit Loan
made by the Lender pursuant to subsection 2.1 of the Credit Agreement, the date
and amount of each repayment of principal hereof, the date of each interest
rate conversion pursuant to subsection 2.7 of the Credit Agreement and the
principal amount subject thereto, and in the case of Eurodollar Loans or C/D
Rate Loans, the interest rate and maturity date with respect thereto on the
schedules annexed hereto and made a part hereof or on any other record
customarily maintained by such Lender with respect to this Revolving Credit
Note; provided, however, that the failure to make any such endorsement shall
not affect the obligations of the Borrower in respect of such Revolving Credit
Loan.

This Revolving Credit Note is one of the Revolving
Credit Notes referred to in the Credit Agreement dated as of March 31, 1994,
among the Borrower, the Lender, the other lenders from time to time parties
thereto and Chemical Bank, as Agent, and is entitled to the benefits thereof.

Upon the occurrence of any one or more of the Events
of Default specified in the Credit Agreement, all amounts then remaining unpaid
on this Revolving Credit Note shall become, or may be declared to be,
immediately due and payable, all as provided therein.

All parties now and hereafter liable with respect to
this Revolving Credit Note, whether maker, principal, surety, guarantor,
endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.

100
<PAGE> 84

This Revolving Credit Note is in replacement of (and
not in repayment or novation of) an earlier Revolving Credit Note of the
Borrower.

Terms defined in the Credit Agreement are used
herein with their defined meanings unless otherwise defined herein. This
Revolving Credit Note shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.

FIRST AMERICAN CORPORATION

By /s/ M. Jack Vannatta
---------------------------------
Title: E.V.P. and Controller

101
<PAGE> 85

Schedule 1 to Note
------------------

ALTERNATE BASE RATE LOANS
LOANS AND PAYMENTS OF PRINCIPAL
-------------------------------

____ ______ __________ _________ _________ _________ _________

____ ______ __________ _________ _________ _________ _________
</TABLE>

102
<PAGE> 86

Schedule 2 to Note
------------------

EURODOLLAR LOANS
LOANS AND PAYMENTS OF PRINCIPAL
-------------------------------

____ ______ _________ _________ _________ _________ _________

____ ______ _________ _________ _________ _________ _________
</TABLE>

103
<PAGE> 87

Schedule 3 to Note
------------------

C/D RATE LOANS
LOANS AND PAYMENTS OF PRINCIPAL
-------------------------------

____ ______ _________ _________ _________ _________ _________

____ ______ _________ _________ _________ _________ _________
</TABLE>

104
<PAGE> 88

REVOLVING CREDIT NOTE
---------------------

$20,000,000 New York, New York
March 31, 1995

FOR VALUE RECEIVED, the undersigned, FIRST AMERICAN
CORPORATION, a Tennessee corporation (the "Borrower"), hereby unconditionally
promises to pay to the order of First National Bank of Chicago (the "Lender")
at the office of Chemical Bank, located at 270 Park Avenue, New York, New York
10017, in lawful money of the United States of America and in immediately
available funds, the principal amount of (a) TWENTY MILLION DOLLARS
($20,000,000), or, if less, (b) the aggregate unpaid principal amount of all
Revolving Credit Loans made by the Lender to the Borrower pursuant to
subsection 2.1 of the Credit Agreement hereinafter referred to (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement").
The principal amount of each Revolving Credit Loan evidenced hereby shall be
payable on the Termination Date. The Borrower further agrees to pay interest
in like money at such office on the unpaid principal amount hereof from time to
time outstanding at the applicable interest rate per annum determined as
provided in, and payable as specified in, subsection 2.9 of the Credit
Agreement.

The holder of this Revolving Credit Note is
authorized to record the date, Type and amount of each Revolving Credit Loan
made by the Lender pursuant to subsection 2.1 of the Credit Agreement, the date
and amount of each repayment of principal hereof, the date of each interest
rate conversion pursuant to subsection 2.7 of the Credit Agreement and the
principal amount subject thereto, and in the case of Eurodollar Loans or C/D
Rate Loans, the interest rate and maturity date with respect thereto on the
schedules annexed hereto and made a part hereof or on any other record
customarily maintained by such Lender with respect to this Revolving Credit
Note; provided, however, that the failure to make any such endorsement shall
not affect the obligations of the Borrower in respect of such Revolving Credit
Loan.

This Revolving Credit Note is one of the Revolving
Credit Notes referred to in the Credit Agreement dated as of March 31, 1994,
among the Borrower, the Lender, the other lenders from time to time parties
thereto and Chemical Bank, as Agent, and is entitled to the benefits thereof.

Upon the occurrence of any one or more of the Events
of Default specified in the Credit Agreement, all amounts then remaining unpaid
on this Revolving Credit Note shall become, or may be declared to be,
immediately due and payable, all as provided therein.

All parties now and hereafter liable with respect to
this Revolving Credit Note, whether maker, principal, surety, guarantor,
endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.

105
<PAGE> 89

This Revolving Credit Note is in replacement of (and
not in repayment or novation of) an earlier Revolving Credit Note of the
Borrower.

Terms defined in the Credit Agreement are used
herein with their defined meanings unless otherwise defined herein. This
Revolving Credit Note shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.

FIRST AMERICAN CORPORATION

By /s/ M. Jack Vannatta
-------------------------------
Title: E.V.P. and Controller

106
<PAGE> 90

Schedule 1 to Note
------------------

ALTERNATE BASE RATE LOANS
LOANS AND PAYMENTS OF PRINCIPAL
-------------------------------

____ ______ __________ _________ _________ _________ _________

____ ______ __________ _________ _________ _________ _________
</TABLE>

107
<PAGE> 91

Schedule 2 to Note
------------------

EURODOLLAR LOANS
LOANS AND PAYMENTS OF PRINCIPAL
-------------------------------

____ ______ _________ _________ _________ _________ _________

____ ______ _________ _________ _________ _________ _________
</TABLE>

108
<PAGE> 92

Schedule 3 to Note
------------------

C/D RATE LOANS
LOANS AND PAYMENTS OF PRINCIPAL
-------------------------------

____ ______ _________ _________ _________ _________ _________

____ ______ _________ _________ _________ _________ _________
</TABLE>

109

<PAGE> 1

Exhibit 15. Letter regarding unaudited interim financial information from KPMG
Peat Marwick LLP

The Board of Directors
First American Corporation:

We have reviewed the consolidated balance sheets of First American Corporation
and subsidiaries as of March 31, 1995 and 1994, and the related consolidated
statements of income, changes in shareholders' equity and cash flows for the
three-month periods ended March 31, 1995 and 1994. These consolidated
financial statements are the responsibility of the Corporation's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of First American Corporation and
subsidiaries as of December 31, 1994; and the related consolidated statements
of income, changes in shareholders' equity and cash flows for the year then
ended (not presented herein); and in our report dated January 20, 1995, we
expressed an unqualified opinion on those consolidated financial statements.
Our report refers to changes in accounting principles related to the adoption
in 1993 of the provisions of the Financial Accounting Standards Board's
Statements of Financial Accounting Standards No. 109, Accounting for Income
Taxes; No. 106, Employers' Accounting for Postretirement Benefits Other Than
Pensions; No. 112, Employers' Accounting for Postemployment Benefits; and No.
115, Accounting for Certain Investments in Debt and Equity Securities.

/s/ KPMG Peat Marwick LLP
- ----------------------------------

April 20, 1995
Nashville, Tennessee

110

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF FIRST AMERICAN CORPORATION FOR THE THREE MONTHS ENDED
MARCH 31, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 379,708
<INT-BEARING-DEPOSITS> 22,104
<FED-FUNDS-SOLD> 69,164
<TRADING-ASSETS> 14,491
<INVESTMENTS-HELD-FOR-SALE> 538,208
<INVESTMENTS-CARRYING> 1,435,336
<INVESTMENTS-MARKET> 1,396,141
<LOANS> 5,018,107
<ALLOWANCE> 127,057
<TOTAL-ASSETS> 7,646,993
<DEPOSITS> 5,867,638
<SHORT-TERM> 800,714
<LIABILITIES-OTHER> 96,774
<LONG-TERM> 252,082
<COMMON> 129,221
0
0
<OTHER-SE> 500,564
<TOTAL-LIABILITIES-AND-EQUITY> 7,646,993
<INTEREST-LOAN> 102,242
<INTEREST-INVEST> 32,513
<INTEREST-OTHER> 1,154
<INTEREST-TOTAL> 135,909
<INTEREST-DEPOSIT> 47,135
<INTEREST-EXPENSE> 62,857
<INTEREST-INCOME-NET> 73,052
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 17
<EXPENSE-OTHER> 59,725
<INCOME-PRETAX> 37,532
<INCOME-PRE-EXTRAORDINARY> 37,532
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,918
<EPS-PRIMARY> .92
<EPS-DILUTED> 0
<YIELD-ACTUAL> 4.25
<LOANS-NON> 10,505
<LOANS-PAST> 7,329
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 71,786
<ALLOWANCE-OPEN> 127,148
<CHARGE-OFFS> 3,535
<RECOVERIES> 3,444
<ALLOWANCE-CLOSE> 127,057
<ALLOWANCE-DOMESTIC> 65,395
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 61,662

</TABLE>