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                                                                    EXHIBIT 10.4


                      FORM OF INTEREST RATE SWAP AGREEMENT
                   BETWEEN THE TRUST AND THE SWAP COUNTERPARTY

                                     ISDA(R)
                  International Swap Dealers Association, Inc.

                                MASTER AGREEMENT

                             dated as of [        ]

         [SWAP COUNTERPARTY] ("Party A") and VOLKSWAGEN AUTO LOAN ENHANCED
[TRUST][LLC] 200_-_ ("Party B") have entered and/or anticipate entering into one
or more transactions (each a "Transaction") that are or will be governed by this
Master Agreement, which includes the schedule (the "Schedule"), and the
documents and other confirming evidence (each a "Confirmation") exchanged
between the parties confirming those Transactions.

         Accordingly, the parties agree as follows:

1. INTERPRETATION

         (a) DEFINITIONS. The terms defined in Section 14 and in the Schedule
will have the meanings therein specified for the purpose of this Master
Agreement.

         (b) INCONSISTENCY. In the event of any inconsistency between the
provisions of the Schedule and the other provisions of this Master Agreement,
the Schedule will prevail. In the event of any inconsistency between the
provisions of any Confirmation and this Master Agreement (including the
Schedule), such Confirmation will prevail for the purpose of the relevant
Transaction.

         (c) SINGLE AGREEMENT. All Transactions are entered into in reliance on
the fact that this Master Agreement and all Confirmations form a single
agreement between the parties (collectively referred to as this ("Agreement"),
and the parties would not otherwise enter into any Transactions.

2. OBLIGATIONS

         (a) GENERAL CONDITIONS.

                  (i) Each party will make each payment or delivery specified in
         each Confirmation to be made by it, subject to the other provisions of
         this Agreement.

                  (ii) Payments under this Agreement will be made on the due
         date for value on that date in the place of the account specified in
         the relevant Confirmation or otherwise


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         pursuant to this Agreement, in freely transferable funds and in the
         manner customary for payments in the required currency. Where
         settlement is by delivery (that is, other than by payment), such
         delivery will be made for receipt on the due date in the manner
         customary for the relevant obligation unless otherwise specified in the
         relevant Confirmation or elsewhere in this Agreement.

                  (iii) Each obligation of each party under Section 2(a)(i) is
         subject to (1) the condition precedent that no Event of Default or
         Potential Event of Default with respect to the other party has occurred
         and is continuing, (2) the condition precedent that no Early
         Termination Date in respect of the relevant Transaction has occurred or
         been effectively designated and (3) each other applicable condition
         precedent specified in this Agreement.

         (b) CHANGE OF ACCOUNT. Either party may change its account for
receiving a payment or delivery by giving notice to the other party at least
five Local Business Days prior to the scheduled date for the payment or delivery
to which such change applies unless such other party gives timely notice of a
reasonable objection to such change.

         (c) NETTING. If on any date amounts would otherwise be payable:

                  (i) in the same currency; and

                  (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

         The parties may elect in respect of two or more Transactions that a net
amount will be determined in respect of all amounts payable on the same date in
the same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

         (d) DEDUCTION OR WITHHOLDING FOR TAX.

                  (i) GROSS-UP. All payments under this Agreement will be made
         without any deduction or withholding for or on account of any Tax
         unless such deduction or withholding is required by any applicable law,
         as modified by the practice of any relevant governmental revenue
         authority, then in effect. If a party is so required to deduct or
         withhold, then that party ("X") will:


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                           (1) promptly notify the other party ('Y") of such
                  requirement;

                           (2) pay to the relevant authorities the full amount
                  required to be deducted or withheld (including the full amount
                  required to be deducted or withheld from any additional amount
                  paid by X to Y under this Section 2(d)) promptly upon the
                  earlier of determining that such deduction or withholding is
                  required or receiving notice that such amount has been
                  assessed against Y;

                           (3) promptly forward to Y an official receipt (or a
                  certified copy), or other documentation reasonably acceptable
                  to Y, evidencing such payment to such authorities; and

                           (4) if such Tax is an Indemnifiable Tax, pay to Y, in
                  addition to the payment to which Y is otherwise entitled under
                  this Agreement, such additional amount as is necessary to
                  ensure that the net amount actually received by Y (free and
                  clear of Indemnifiable Taxes, whether assessed against X or Y)
                  will equal the full amount Y would have received had no such
                  deduction or withholding been required. However, X will not be
                  required to pay any additional amount to Y to the extent that
                  it would not be required to be paid but for:

                                    (A) the failure by Y to comply with or
                           perform any agreement contained in Section 4(a)(i),
                           4(a)(iii) or 4(d); or

                                    (B) the failure of a representation made by
                           Y pursuant to Section 3(f) to be accurate and true
                           unless such failure would not have occurred but for
                           (1) any action taken by a taxing authority, or
                           brought in a court of competent jurisdiction, on or
                           after the date on which a Transaction is entered into
                           (regardless of whether such action is taken or
                           brought with respect to a party to this Agreement) or
                           (11) a Change in Tax Law.

                  (ii) LIABILITY. If:

                           (1) X is required by any applicable law, as modified
                  by the practice of any relevant governmental revenue
                  authority, to make any deduction or withholding in respect of
                  which X would not be required to pay an additional amount to Y
                  under Section 2(d)(i)(4);

                           (2) X does not so deduct or withhold; and

                           (3) a liability resulting from such Tax is assessed
                  directly against X,

then, except to the extent Y has satisfied or then satisfies the liability
resulting from such Tax, Y will promptly pay to X the amount of such liability
(including any related liability for interest, but including any related
liability for penalties only if Y has failed to comply with or perform any
agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).


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         (e) DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or
effective designation of an Early Termination Date in respect of the relevant
Transaction, a party that defaults in the performance of any payment obligation
will, to the extent permitted by law and subject to Section 6(c), be required to
pay interest (before as well as after judgment) on the overdue amount to the
other party on demand in the same currency as such overdue amount, for the
period from (and including) the original due date for payment to (but excluding)
the date of actual payment, at the Default Rate. Such interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. If, prior to the occurrence or effective designation of an Early
Termination Date in respect of the relevant Transaction, a party defaults in the
performance of any obligation required to be settled by delivery, it will
compensate the other party on demand if and to the extent provided for in the
relevant Confirmation or elsewhere in this Agreement.

3. REPRESENTATIONS

         Each party represents to the other party (which representations will be
deemed to be repeated by each party on each date on which a Transaction is
entered into and, in the case of the representations in Section 3(f), at all
times until the termination of this Agreement) that:

         (a) BASIC REPRESENTATIONS.

                  (i) STATUS. It is duly organized and validly existing under
         the laws of the jurisdiction of its organization or incorporation and,
         if relevant under such laws, in good standing;

                  (ii) POWERS. It has the power to execute this Agreement and
         any other documentation relating to this Agreement to which it is a
         party, to deliver this Agreement and any other documentation relating
         to this Agreement that it is required by this Agreement to deliver and
         to perform its obligations under this Agreement and any obligations it
         has under any Credit Support Document to which it is a party and has
         taken all necessary action to authorize such execution, delivery and
         performance;

                  (iii) NO VIOLATION OR CONFLICT. Such execution, delivery and
         performance do not violate or conflict with any law applicable to it,
         any provision of its constitutional documents, any order or judgment of
         any court or other agency of government applicable to it or any of its
         assets or any contractual restriction binding on or affecting it or any
         of its assets;

                  (iv) CONSENTS. All governmental and other consents that are
         required to have been obtained by it with respect to this Agreement or
         any Credit Support Document to which it is a party have been obtained
         and are in full force and effect and all conditions of any such
         consents have been complied with; and

                  (v) OBLIGATIONS BINDING. Its obligations under this Agreement
         and any Credit Support Document to which it is a party constitute its
         legal, valid and binding obligations, enforceable in accordance with
         their respective terms (subject to applicable bankruptcy,
         reorganization, insolvency, moratorium or similar laws affecting
         creditors' rights generally and subject, as to enforceability, to
         equitable principles of general


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         application (regardless of whether enforcement is sought in a
         proceeding in equity or at law)).

         (b) ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event
of Default or, to its knowledge, Termination Event with respect to it has
occurred and is continuing and no such event or circumstance would occur as a
result of its entering into or performing its obligations under this Agreement
or any Credit Support Document to which it is a party.

         (c) ABSENCE OF LITIGATION. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

         (d) ACCURACY OF SPECIFIED INFORMATION. All applicable information that
is furnished in writing by or on behalf of it to the other party and is
identified for the purpose of this Section 3(d) in the Schedule is, as of the
date of the information, true, accurate and complete in every material respect.

         (e) PAYER TAX REPRESENTATION. Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(e) is accurate
and true.

         (f) PAYEE TAX REPRESENTATIONS. Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(f) is accurate
and true.

         4. AGREEMENTS

         Each party agrees with the other that, so long as either party has or
may have any obligation under this Agreement or under any Credit Support
Document to which it is a party:

         (a) FURNISH SPECIFIED INFORMATION. It will deliver to the other party
or, in certain cases under subparagraph (iii) below, to such government or
taxing authority as the other party reasonably directs:

                  (i) any forms, documents or certificates relating to taxation
         specified in the Schedule or any Confirmation;

                  (ii) any other documents specified in the Schedule or any
         Confirmation; and

                  (iii) upon reasonable demand by such other party, any form or
         document that may be required or reasonably requested in writing in
         order to allow such other party or its Credit Support Provider to make
         a payment under this Agreement or any applicable Credit Support
         Document without any deduction or withholding for or on account of any
         Tax or with such deduction or withholding at a reduced rate (so long as
         the completion, execution or submission of such form or document would
         not materially prejudice the legal or commercial position of the party
         in receipt of such demand), with any such form or document to be
         accurate and completed in a manner reasonably satisfactory to such

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         other party and to be executed and to be delivered with any reasonably
         required certification,

         in each case by the date specified in the Schedule or such Confirmation
         or, if none is specified, as soon as reasonably practicable.

         (b) MAINTAIN AUTHORIZATIONS. It will use all reasonable efforts to
maintain in full force and effect all consents of any governmental or other
authority that are required to be obtained by it with respect to this Agreement
or any Credit Support Document to which it is a party and will use all
reasonable efforts to obtain any that may become necessary in the future.

         (c) COMPLY WITH LAWS. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

         (d) TAX AGREEMENT. It will give notice of any failure of a
representation made by it under Section 3(f) to be accurate and true promptly
upon learning of such failure.

         (e) PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp
Tax levied or imposed upon it or in respect of its execution or performance of
this Agreement by a jurisdiction in which it is incorporated, organized, managed
and controlled, or considered to have its seat, or in which a branch or office
through which it is acting for the purpose of this Agreement is located ("Stamp
Tax Jurisdiction") and will indemnify the other party against any Stamp Tax
levied or imposed upon the other party or in respect of the other party's
execution or performance of this Agreement by any such Stamp Tax Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other party.

5. EVENTS OF DEFAULT AND TERMINATION EVENTS

         (a) EVENTS OF DEFAULT. The occurrence at any time with respect to a
party or, if applicable, any Credit Support Provider of such party or any
Specified Entity of such party of any of the following events constitutes an
event of default (an "Event of Default") with respect to such party:

                  (i) FAILURE TO PAY OR DELIVER. Failure by the party to make,
         when due, any payment under this Agreement or delivery under Section
         2(a)(i) or 2(e) required to be made by it if such failure is not
         remedied on or before the third Local Business Day after notice of such
         failure is given to the party;

                  (ii) BREACH OF AGREEMENT. Failure by the party to comply with
         or perform any agreement or obligation (other than an obligation to
         make any payment under this Agreement or delivery under Section 2(a)(i)
         or 2(e) or to give notice of a Termination Event or any agreement or
         obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied
         with or performed by the party in accordance with this Agreement if
         such failure is not remedied on or before the thirtieth day after
         notice of such failure is given to the party;


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                  (iii) CREDIT SUPPORT DEFAULT.

                           (1) Failure by the party or any Credit Support
                  Provider of such party to comply with or perform any agreement
                  or obligation to be complied with or performed by it in
                  accordance with any Credit Support Document if such failure is
                  continuing after any applicable grace period has elapsed;

                           (2) the expiration or termination of such Credit
                  Support Document or the failing or ceasing of such Credit
                  Support Document to be in full force and effect for the
                  purpose of this Agreement (in either case other than in
                  accordance with its terms) prior to the satisfaction of all
                  obligations of such party under each Transaction to which such
                  Credit Support Document relates without the written consent of
                  the other party; or

                           (3) the party or such Credit Support Provider
                  disaffirms, disclaims, repudiates or rejects, in whole or in
                  part, or challenges the validity of, such Credit Support
                  Document;

                  (iv) MISREPRESENTATION. A representation (other than a
         representation under Section 3(e) or (f)) made or repeated or deemed to
         have been made or repeated by the party or any Credit Support Provider
         of such party in this Agreement or any Credit Support Document proves
         to have been incorrect or misleading in any material respect when made
         or repeated or deemed to have been made or repeated;

                  (v) DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit
         Support Provider of such party or any applicable Specified Entity of
         such party (1) defaults under a Specified Transaction and, after giving
         effect to any applicable notice requirement or grace period, there
         occurs a liquidation of, an acceleration of obligations under, or an
         early termination of, that Specified Transaction, (2) defaults, after
         giving effect to any applicable notice requirement or grace period, in
         making any payment or delivery due on the last payment. delivery or
         exchange date of, or any payment on early termination of, a Specified
         Transaction (or such default continues for at least three Local
         Business Days if there is no applicable notice requirement or grace
         period) or (3) disaffirms, disclaims, repudiates or rejects, in whole
         or in part, a Specified Transaction (or such action is taken by any
         person or entity appointed or empowered to operate it or act on its
         behalf);


                  (vi) CROSS DEFAULT. If "Cross Default" is specified in the
         Schedule as applying to the party, the occurrence or existence of (1) a
         default, event of default or other similar condition or event (however
         described) in respect of such party, any Credit Support Provider of
         such party or any applicable Specified Entity of such party under one
         or more agreements or instruments relating to Specified Indebtedness of
         any of them (individually or collectively) in an aggregate amount of
         not less than the applicable Threshold Amount (as specified in the
         Schedule) which has resulted in such Specified Indebtedness becoming,
         or becoming capable at such time of being declared, due and payable
         under such agreements or instruments, before it would otherwise have
         been due



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         and payable or (2) a default by such party, such Credit Support
         Provider or such Specified Entity (individually or collectively) in
         making one or more payments on the due date thereof in an aggregate
         amount of not less than the applicable Threshold Amount under such
         agreements or instruments (after giving effect to any applicable notice
         requirement or grace period);

                  (vii) BANKRUPTCY. The party, any Credit Support Provider of
         such party or any applicable Specified Entity of such party:

                           (1) is dissolved (other than pursuant to a
                  consolidation, amalgamation or merger); (2) becomes insolvent
                  or is unable to pay its debts or fails or admits in writing
                  its inability generally to pay its debts as they become due;
                  (3) makes a general assignment, arrangement or composition
                  with or for the benefit of its creditors; (4) institutes or
                  has instituted against it a proceeding seeking a judgment of
                  insolvency or bankruptcy or any other relief under any
                  bankruptcy or insolvency law or other similar law affecting
                  creditors' rights, or a petition is presented for its
                  winding-up or liquidation, and, in the case of any such
                  proceeding or petition instituted or presented against it,
                  such proceeding or petition (A) results in a judgment of
                  insolvency or bankruptcy or the entry of an order for relief
                  or the making of an order for its winding-up or liquidation or
                  (B) is not dismissed, discharged, stayed or restrained in each
                  case within 30 days of the institution or presentation
                  thereof; (5) has a resolution passed for its winding-up,
                  official management or liquidation (other than pursuant to a
                  consolidation, amalgamation or merger); (6) seeks or becomes
                  subject to the appointment of an administrator, provisional
                  liquidator, conservator, receiver, trustee, custodian or other
                  similar official for it or for all or substantially all its
                  assets; (7) has a secured party take possession of all or
                  substantially all its assets or has a distress, execution,
                  attachment, sequestration or other legal process levied,
                  enforced or sued on or against all or substantially all its
                  assets and such secured party maintains possession, or any
                  such process is not dismissed, discharged, stayed or
                  restrained, in each case within 30 days thereafter; (8) causes
                  or is subject to any event with respect to it which, under the
                  applicable laws of any jurisdiction, has an analogous effect
                  to any of the events specified in clauses (1) to (7)
                  (inclusive); or (9) takes any action in furtherance of, or
                  indicating its consent to, approval of, or acquiescence in,
                  any of the foregoing acts; or

                  (viii) MERGER WITHOUT ASSUMPTION. The party or any Credit
         Support Provider of such party consolidates or amalgamates with, or
         merges with or into, or transfers all or substantially all its assets
         to, another entity and, at the time of such consolidation,
         amalgamation, merger or transfer-

                           (1) the resulting, surviving or transferee entity
                  fails to assume all the obligations of such party or such
                  Credit Support Provider under this Agreement or any Credit
                  Support Document to which it or its predecessor was a party by
                  operation of law or pursuant to an agreement reasonably
                  satisfactory to the other party to this Agreement; or


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                           (2) the benefits of any Credit Support Document fail
                  to extend (without the consent of the other party) to the
                  performance by such resulting, surviving or transferee entity
                  of its obligations under this Agreement.

         (b) TERMINATION EVENTS. The occurrence at any time with respect to a
party or, if applicable, any Credit Support Provider of such party or any
Specified Entity of such party of any event specified below constitutes an
Illegality if the event is specified in (i) below, a Tax Event if the event is
specified in (ii) below or a Tax Event Upon Merger if the event is specified in
(iii) below, and, if specified to be applicable, a Credit Event Upon Merger if
the event is specified pursuant to (iv) below or an Additional Termination Event
if the event is specified pursuant to (v) below:

                  (i) ILLEGALITY. Due to the adoption of, or any change in, any
         applicable law after the date on which a Transaction is entered into,
         or due to the promulgation of, or any change in, the interpretation by
         any court, tribunal or regulatory authority with competent jurisdiction
         of any applicable law after such date, it becomes unlawful (other than
         as a result of a breach by the party of Section 4(b)) for such party
         (which will be the Affected Party):

                           (1) to perform any absolute or contingent obligation
                  to make a payment or delivery or to receive a payment or
                  delivery in respect of such Transaction or to comply with any
                  other material provision of this Agreement relating to such
                  Transaction; or

                           (2) to perform, or for any Credit Support Provider of
                  such party to perform, any contingent or other obligation
                  which the party (or such Credit Support Provider) has under
                  any Credit Support Document relating to such Transaction;

                  (ii) TAX EVENT. Due to (x) any action taken by a taxing
         authority, or brought in a court of competent jurisdiction, on or after
         the date on which a Transaction is entered into (regardless of whether
         such action is taken or brought with respect to a party to this
         Agreement) or (y) a Change in Tax Law, the party (which will be the
         Affected Party) will, or there is a substantial likelihood that it
         will, on the next succeeding Scheduled Payment Date (1) be required to
         pay to the other party an additional amount in respect of an
         Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of
         interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment
         from which an amount is required to be deducted or withheld for or on
         account of a Tax (except in respect of interest under Section 2(e),
         6(d)(ii) or 6(e)) and no additional amount is required to be paid in
         respect of such Tax under Section 2(d)(i)(4) (other than by reason of
         Section 2(d)(i)(4)(A) or (B));

                  (iii) TAX EVENT UPON MERGER. The party (the "Burdened Party")
         on the next succeeding Scheduled Payment Date will either (1) be
         required to pay an additional amount in respect of an Indemnifiable Tax
         under Section 2(d)(i)(4) (except in respect of interest under Section
         2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount
         has been deducted or withheld for or on account of any Indemnifiable
         Tax in

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         respect of which the other party is not required to pay an additional
         amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in
         either case as a result of a party consolidating or amalgamating with,
         or merging with or into, or transferring all or substantially all its
         assets to, another entity (which will be the Affected Party) where such
         action does not constitute an event described in Section 5(a)(viii);

                  (iv) CREDIT EVENT UPON MERGER. If Credit Event Upon Merger is
         specified in the Schedule as applying to the party, such party ("X"),
         any Credit Support Provider of X or any applicable Specified Entity of
         X consolidates or amalgamates with, or merges with or into, or
         transfers all or substantially all its assets to, another entity and
         such action does not constitute an event described in Section
         5(a)(viii) but the creditworthiness of the resulting, surviving or
         transferee entity is materially weaker than that of X, such Credit
         Support Provider or such Specified Entity, as the case may be,
         immediately prior to such action (and, in such event, X or its
         successor or transferee, as appropriate, will be the Affected Party);
         or

                  (v) ADDITIONAL TERMINATION EVENT. If any "Additional
         Termination Event"' is specified in the Schedule or any Confirmation as
         applying, the occurrence of such event (and, in such event, the
         Affected Party or Affected Parties shall be as specified for such
         Additional Termination Event in the Schedule or such Confirmation).

         (c) EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which
would otherwise constitute or give rise to an Event of Default also constitutes
an Illegality, it will be treated as an Illegality and will not constitute an
Event-of Default.

6. EARLY TERMINATION

         (a) RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an
Event of Default with respect to a party (the "Defaulting Party") has occurred
and is then continuing, the other party (the "Non-defaulting Party") may, by not
more than 20 days notice to the Defaulting Party specifying the relevant Event
of Default, designate a day not earlier than the day such notice is effective as
an Early Termination Date in respect of all outstanding Transactions. If,
however, "Automatic Early Termination" is specified in the Schedule as applying
to a party, then an Early Termination Date in respect of all outstanding
Transactions will occur immediately upon the occurrence with respect to such
party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6)
or, to the extent analogous thereto, (8), and as of the time immediately
preceding the institution of the relevant proceeding or the presentation of the
relevant petition upon the occurrence with respect to such party of an Event of
Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto,
(8).

         (b) RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

                  (i) NOTICE. If a Termination Event occurs, an Affected Party
         will, promptly upon becoming aware of it, notify the other party,
         specifying the nature of that Termination Event and each Affected
         Transaction and will also give such other information about that
         Termination Event as the other party may reasonably require.


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                  (ii) TRANSFER TO AVOID TERMINATION EVENT. If either an
         Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is
         only one Affected Party, or if a Tax Event Upon Merger occurs and the
         Burdened Party is the Affected Party, the Affected Party will, as a
         condition to its right to designate an Early Termination Date under
         Section 6(b)(iv), use all reasonable efforts (which will not require
         such party to incur a loss, excluding immaterial, incidental expenses)
         to transfer within 20 days after it gives notice under Section 6(b)(i)
         all its rights and obligations under this Agreement in respect of the
         Affected Transactions to another of its Offices or Affiliates so that
         such Termination Event ceases to exist.

                  If the Affected Party is not able to make such a transfer it
         will give notice to the other party to that effect within such 20 day
         period, whereupon the other party may effect such a transfer within 30
         days after the notice is given under Section 6(b)(i).

                  Any such transfer by a party under this Section 6(b)(ii) will
         be subject to and conditional upon the prior written consent of the
         other party, which consent will not be withheld if such other party's
         policies in effect at such time would permit it to enter into
         transactions with the transferee on the terms proposed.

                  (iii) TWO AFFECTED PARTIES. If an Illegality under Section
         5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties,
         each party will use all reasonable efforts to reach agreement within 30
         days after notice thereof is given under Section 6(b)(i) on action to
         avoid that Termination Event.

                  (iv) RIGHT TO TERMINATE. If:

                           (1) a transfer under Section 6(b)(ii) or an agreement
                  under Section 6(b)(iii), as the case may be, has not been
                  effected with respect to all Affected Transactions within 30
                  days after an Affected Party gives notice under Section
                  6(b)(i); or

                           (2) an Illegality under Section 5(b)(i)(2), a Credit
                  Event Upon Merger or an Additional Termination Event occurs,
                  or a Tax Event Upon Merger occurs and the Burdened Party is
                  not the Affected Party, either party in the case of an
                  Illegality, the Burdened Party in the case of a Tax Event Upon
                  Merger, any Affected Party in the case of a Tax Event or an
                  Additional Termination Event if there is more than one
                  Affected Party, or the party which is not the Affected Party
                  in the case of a Credit Event Upon Merger or an Additional
                  Termination Event if there is only one Affected Party may, by
                  not more than 20 days notice to the other party and-provided
                  that the relevant Termination Event is then continuing,
                  designate a day not earlier than the day such notice is
                  effective as an Early Termination Date in respect of all
                  Affected Transactions.

         (c) EFFECT OF DESIGNATION.


                                       11
<PAGE>

                  (i) If notice designating an Early Termination Date is given
         under Section 6(a) or (b), the Early Termination Date will occur on the
         date so designated, whether or not the relevant Event of Default or
         Termination Event is then continuing.

                  (ii) Upon the occurrence or effective designation of an Early
         Termination Date, no further payments or deliveries under Section
         2(a)(i) or 2(e) in respect of the Terminated Transactions will be
         required to be made, but without prejudice to the other provisions of
         this Agreement. The amount, if any, payable in respect of an Early
         Termination Date shall be determined pursuant to Section 6(e).

         (d) CALCULATIONS.

                  (i) STATEMENT. On or as soon as reasonably practicable
         following the occurrence of an Early Termination Date, each party will
         make the calculations on its part, if any, contemplated by Section 6(e)
         and will provide to the other party a statement (1) showing, in
         reasonable detail, such calculations (including all relevant quotations
         and specifying any amount payable under Section 6(e)) and (2) giving
         details of the relevant account to which any amount payable to it is to
         be paid. In the absence of written confirmation from the source of a
         quotation obtained in determining a Market Quotation, the records of
         the party obtaining such quotation will be conclusive evidence of the
         existence and accuracy of such quotation.

                  (ii) PAYMENT DATE. An amount calculated as being due in
         respect of any Early Termination Date under Section 6(e) will be
         payable on the day that notice of the amount payable is effective (in
         the case of an Early Termination Date which is designated or occurs as
         a result of an Event of Default) and on the day which is two Local
         Business Days after the day on which notice of the amount payable is
         effective (in the case of an Early Termination Date which is designated
         as a result of a Termination Event). Such amount will be paid together
         with (to the extent permitted under applicable law) interest thereon
         (before as well as after judgment) in the Termination Currency, from
         (and including) the relevant Early Termination Date to (but excluding)
         the date such amount is paid, at the Applicable Rate. Such interest
         will be calculated on the basis of daily compounding and the actual
         number of days elapsed.

         (e) PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs,
the following provisions shall apply based on the parties' election in the
Schedule of a payment measure, either 'Market Quotation" or "Loss", and a
payment method, either the 'First Method" or the "Second Method". If the parties
fail to designate a payment measure or payment method in the Schedule, it will
be deemed that "Market Quotation" or the "Second Method", as the case may be,
shall apply. The amount, if any, payable in respect of an Early Termination Date
and determined pursuant to this Section will be subject to any Set-off.

                  (i) EVENTS OF DEFAULT. If the Early Termination Date results
         from an Event of Default:

                           (1) First Method and Market Quotation. If the First
                  Method and Market Quotation apply, the Defaulting Party will
                  pay to the Non-defaulting Party


                                       12
<PAGE>


                  the excess, if a positive number, of (A) the sum of the
                  Settlement Amount (determined by the Non-defaulting Party) in
                  respect of the Terminated Transactions and the Termination
                  Currency Equivalent of the Unpaid Amounts owing to the
                  Non-defaulting Party over (B) the Termination Currency
                  Equivalent of the Unpaid Amounts owing to the Defaulting
                  Party.

                           (2) First Method and Loss. If the First Method and
                  Loss apply, the Defaulting Party will pay to the
                  Non-defaulting Party, if a positive number, the Non-defaulting
                  Party's Loss in respect of this Agreement.

                           (3) Second Method and Market Quotation. If the Second
                  Method and Market Quotation apply, an amount will be payable
                  equal to (A) the sum of the Settlement Amount (determined by
                  the Non-defaulting Party) in respect of the Terminated
                  Transactions and the Termination Currency Equivalent of the
                  Unpaid Amounts owing to the Non-defaulting Party less (B) the
                  Termination Currency Equivalent of the Unpaid Amounts owing to
                  the Defaulting Party. If that amount is a positive number, the
                  Defaulting Party will pay it to the Non-defaulting Party; if
                  it is a negative number, the Non-defaulting Party will pay the
                  absolute value of that amount to the Defaulting Party.

                           (4) Second Method and Loss. If the Second Method and
                  Loss apply, an amount will be payable equal to the
                  Non-defaulting Party's Loss in respect of this Agreement. If
                  that amount is a positive number, the Defaulting Party will
                  pay it to the Non-defaulting Party; if it is a negative
                  number, the Non-defaulting Party will pay the absolute value
                  of that amount to the Defaulting Party.

                  (ii) TERMINATION EVENTS. If the Early Termination Date results
         from a Termination Event:

                           (1) One Affected Party. If there is one Affected
                  Party, the amount payable will be determined in accordance
                  with Section 6(e)(i)(3), if Market Quotation applies, or
                  Section 6(e)(i)(4), if Loss applies, except that, in either
                  case, references to the Defaulting Party and to the
                  Non-defaulting Party will be deemed to be references to the
                  Affected Party and the party which is not the Affected Party,
                  respectively, and, if Loss applies and fewer than all the
                  Transactions are being terminated, Loss shall be calculated in
                  respect of all Terminated Transactions.

                           (2) Two Affected Parties. If there are two Affected
                  Parties:

                                    (A) if Market Quotation applies, each party
                           will determine a Settlement Amount in respect of the
                           Terminated Transactions, and an amount will be
                           payable equal to (1) the sum of (a) one-half of the
                           difference between the Settlement Amount of the party
                           with the higher Settlement Amount ("X") and the
                           Settlement Amount of the party with the lower
                           Settlement Amount ("Y") and (b) the Termination
                           Currency

                                       13
<PAGE>

                           Equivalent of the Unpaid Amounts owing to X less (11)
                           the Termination Currency Equivalent of the Unpaid
                           Amounts owing to Y; and

                                    (B) if Loss applies, each party will
                           determine its Loss in respect of this Agreement (or,
                           if fewer than all the being terminated, in respect of
                           all Terminated Transactions) and an amount will be
                           payable equal to one-half of the difference between
                           the Loss of the party with the higher Loss ("X") and
                           the Loss of the party with the lower Loss ("Y").

         If the amount payable is a positive number, Y will pay it to X; if it
         is a negative number, X will pay the absolute value of that amount to
         Y.

                  (iii) ADJUSTMENT FOR BANKRUPTCY. In circumstances where an
         Early Termination Date occurs because "Automatic Early Termination"
         applies in respect of a party, the amount determined under this Section
         6(e) will be subject to such adjustments as are appropriate and
         permitted by law to reflect any payments or deliveries made by one
         party to the other under this Agreement (and retained by such other
         party) during the period from the relevant Early Termination Date to
         the date for payment determined under Section 6(d)(ii).

                  (iv) PRE-ESTIMATE. The parties agree that if Market Quotation
         applies an amount recoverable under this Section 6(e) is a reasonable
         pre-estimate of loss and not a penalty. Such amount is payable for the
         loss of bargain and the loss of protection against future risks and
         except as otherwise provided in this Agreement neither party will be
         entitled to recover any additional damages as a consequence of such
         losses.

7. TRANSFER

         Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that:

         (a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

         (b) a party may make such a transfer of all or any part of its interest
in any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8. CONTRACTUAL CURRENCY

         (a) PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this
Agreement will be made in the relevant currency specified in this Agreement for
that payment (the "Contractual Currency"). To the extent permitted by applicable
law, any obligation to make payments under this Agreement in the Contractual
Currency will not be discharged or satisfied by any tender in any currency other
than the Contractual Currency, except to the extent such

                                       14
<PAGE>


tender results in the actual receipt by the party to which payment is owed,
acting in a reasonable manner and in good faith in converting the currency so
tendered into the Contractual Currency, of the full amount in the Contractual
Currency of all amounts payable in respect of this Agreement. If for any reason
the amount in the Contractual Currency so received falls short of the amount in
the Contractual Currency payable in respect of this Agreement, the party
required to make the payment will, to the extent permitted by applicable law,
immediately pay such additional amount in the Contractual Currency as may be
necessary to compensate for the shortfall. If for any reason the amount in the
Contractual Currency so received exceeds the amount in the Contractual Currency
payable in respect of this Agreement, the party receiving the payment will
refund promptly the amount of such excess.

         (b) JUDGMENTS. To the extent permitted by applicable law, if any
judgment or order expressed in a currency other than the Contractual Currency is
rendered (i) for the payment of any amount owing in respect of this Agreement,
(ii) for the payment of any amount relating to any early termination in respect
of this Agreement or (iii) in respect of a judgment or order of another court
for the payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without Limitation, any premiums and costs
of exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

         (c) SEPARATE INDEMNITIES. To the extent permitted by applicable law,
these indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

         (d) EVIDENCE OF LOSS. For the purpose of this Section 8, it will be
sufficient for a party to demonstrate that it would have suffered a loss had an
actual exchange or purchase been made.

9. MISCELLANEOUS

         (a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
and understanding of the parties with respect to its subject matter and
supersedes all oral communication and prior writings with respect thereto.


                                       15
<PAGE>


         (b) AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

         (c) SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii)
and 6(c)(ii), the obligations of the parties under this Agreement will survive
the termination of any Transaction.

         (d) REMEDIES CUMULATIVE. Except as provided in this Agreement, the
rights, powers, remedies and privileges provided in this Agreement are
cumulative and not exclusive of any rights, powers, remedies and privileges
provided by law.

         (e) COUNTERPARTS AND CONFIRMATIONS.

                  (i) This Agreement (and each amendment, modification and
         waiver in respect of it) may be executed and delivered in counterparts
         (including by facsimile transmission), each of which will be deemed an
         original.

                  (ii) The parties intend that they are legally bound by the
         terms of each Transaction from the moment they agree to those terms
         (whether orally or otherwise). A Confirmation shall be entered into as
         soon as practicable and may be executed and delivered in counterparts
         (including by facsimile transmission) or be created by an exchange of
         telexes or by an exchange of electronic messages on an electronic
         messaging system, which in each case will be sufficient for all
         purposes to evidence a binding supplement to this Agreement. The
         parties will specify therein or through another effective means that
         any such counterpart, telex or electronic message constitutes a
         Confirmation.

         (f) NO WAIVER OF RIGHTS. A failure or delay in exercising any right,
power or privilege in respect of this Agreement will not be presumed to operate
as a waiver, and a single or partial exercise of any right, power or privilege
will not be presumed to preclude any subsequent or further exercise, of that
right, power or privilege or the exercise of any other right, power or
privilege.

         (g) HEADINGS. The headings used in this Agreement are for convenience
of reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10. OFFICES; MULTIBRANCH PARTIES

         (a) If Section 10(a) is specified in the Schedule as applying, each
party that enters into a Transaction through an Office other than its head or
home office represents to the other party that, notwithstanding the place of
booking office or jurisdiction of incorporation or Organization of such party,
the obligations of such party are the same as if it had entered into the
Transaction through its head or home office. This representation will be deemed
to be repeated by such party on each date on which a Transaction is entered
into.


                                       16
<PAGE>

         (b) Neither party may change the Office through which it makes and
receives payments or deliveries for the purpose of a Transaction without the
prior written consent of the other party.

         (c) If a party is specified as a Multibranch Party in the Schedule,
such Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11. EXPENSES

         A Defaulting Party will, on demand, indemnify and hold harmless the
other party for and against all reasonable out-of-pocket expenses, including
legal fees and Stamp Tax, incurred by such other party by reason of the
enforcement and protection of its rights under this Agreement or any Credit
Support Document to which the Defaulting Party is a party or by reason of the
early termination of any Transaction, including, but not limited to, costs of
collection.

12. NOTICES

         (a) EFFECTIVENESS. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:

                  (i) if in writing and delivered in person or by courier, on
         the date it is delivered;

                  (ii) if sent by telex, on the date the recipient's answerback
         is received;

                  (iii) if sent by facsimile transmission, on the date that
         transmission is received by a responsible employee of the recipient in
         legible form (it being agreed that the burden of proving receipt will
         be on the sender and will not be met by a transmission report generated
         by the sender's facsimile machine);

                  (iv) if sent by certified or registered mail (airmail, if
         overseas) or the equivalent (return receipt requested), on the date
         that mail is delivered or its delivery is attempted; or

                  (v) if sent by electronic messaging system, on the date that
         electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.


                                       17
<PAGE>


         (b) CHANGE OF ADDRESSES. Either party may by notice to the other change
the address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13. GOVERNING LAW AND JURISDICTION

         (a) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

         (b) JURISDICTION. With respect to any suit, action or proceedings
relating to this Agreement ("Proceedings"), each party irrevocably:

                  (i) submits to the jurisdiction of the English courts, if this
         Agreement is expressed to be governed by English law, or to the
         non-exclusive jurisdiction of the courts of the State of New York and
         the United States District Court located in the Borough of Manhattan in
         New York City, if this Agreement is expressed to be governed by the
         laws of the State of New York; and

                  (ii) waives any objection which it may have at any time to the
         laying of venue of any Proceedings brought in any such court, waives
         any claim that such Proceedings have been brought in an inconvenient
         forum and further waives the right to object, with respect to such
         Proceedings, that such court does not have any jurisdiction over such
         party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

         (c) SERVICE OF PROCESS. Each party irrevocably appoints the Process
Agent (if any) specified opposite its name in the Schedule to receive, for it
and on its behalf, service of process in any Proceedings. If for any reason any
party's Process Agent is unable to act as such, such party will promptly notify
the other party and within 30 days appoint a substitute process agent acceptable
to the other party. The parties irrevocably consent to service of process given
in the manner provided for notices in Section 12. Nothing in this Agreement will
affect the right of either party to serve process in any other manner permitted
by law.

         (d) WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest
extent permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the grounds
of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.


                                       18
<PAGE>


14. DEFINITIONS

         As used in this Agreement:

         "ADDITIONAL TERMINATION EVENT" has the meaning specified in Section
5(b).

         "AFFECTED PARTY" has the meaning specified in Section 5(b).

         "AFFECTED TRANSITIONS" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

         "AFFILIATE" means, subject to the Schedule, in relation to any person,
any entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

         "APPLICABLE RATE" means:

         (a) in respect of obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

         (b) in respect of an obligation to pay an amount under Section 6(e) of
either party from and after the date (determined in accordance with Section
6(d)(ii)) on which that amount is payable, the Default Rate;

         (c) in respect of all other obligations payable or deliverable (or
which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate; and

         (d) in all other cases, the Termination Rate.

         "BURDENED PARTY" has the meaning specified in Section 5(b).

         "CHANGE IN TAX LAW" means the enactment, promulgation, execution or
ratification of, or any change in or amendment to, any law (or in the
application or official interpretation of any law) that occurs on or after the
date on which the relevant Transaction is entered into.

         "CONSENT" includes a consent, approval, action, authorization,
exemption, notice, filing, registration or exchange control consent.

         "CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

         "CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is
specified as such in this Agreement.

         "CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.


                                       19
<PAGE>


         "DEFAULT RATE" means a rate per annum equal to the cost (without proof
or evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1 % per annum.

         "DEFAULTING PARTY" has the meaning specified in Section 6(a).

         "EARLY TERMINATION DATE" means the date determined in accordance with
Section 6(a) or 6(b)(iv).

         "EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.

         "ILLEGALITY" has the meaning specified in Section 5(b).

         "INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be
imposed in respect of a payment under this Agreement but for a present or former
connection between the jurisdiction of the government or taxation authority
imposing such Tax and the recipient of such payment or a person related to such
recipient (including, without limitation, a connection arising from such
recipient or related person being or having been a citizen or resident of such
jurisdiction, or being or having been organized, present or engaged in a trade
or business in such jurisdiction or having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding a
connection arising solely from such recipient or related person having executed,
delivered, performed its obligations or received a payment under, or enforced,
this Agreement or a Credit Support Document).

         "LAW" includes any treaty, law, rule or regulation (as modified, in the
case of tax matters, by the practice of any relevant governmental revenue
authority) and "lawful" and "unlawful" will be construed accordingly.

         "LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which
commercial banks are open for business (including dealings in foreign exchange
and foreign currency deposits) (a) in relation to any obligation under Section
2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so
specified, as otherwise agreed by the parties in writing or determined pursuant
to provisions contained, or incorporated by reference, in this Agreement, (b) in
relation to any other payment, in the place where the relevant account is
located and, if different, in the principal financial center, if any, of the
currency of such payment, (c) in relation to any notice or other communication,
including notice contemplated under Section 5(a)(i), in the city specified in
the address for notice provided by the recipient and, in the case of a notice
contemplated by Section 2(b), in the place where the relevant new account is to
be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations
for performance with respect to such Specified Transaction.

         "LOSS" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost


                                       20
<PAGE>


incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

         "MARKET QUOTATION" means, with respect to one or more Terminated
Transactions and a party making the determination, an amount determined on the
basis of quotations from Reference Market-makers. Each quotation will be for an
amount, if any, that would be paid to such party (expressed as a negative
number) or by such party (expressed as a positive number) in consideration of an
agreement between such party (taking into account any existing Credit Support
Document with respect to the obligations of such party) and the quoting
Reference Market-maker to enter into a transaction (the "Replacement
Transaction") that would have the effect of preserving for such party the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in respect
of such Terminated Transaction or group of Terminated Transactions that would,
but for the occurrence of the relevant Early Termination Date, have been
required after that date. For this purpose, Unpaid Amounts in respect of the
Terminated Transaction or group of Terminated Transactions are to be excluded
but, without limitation, any payment or delivery that would, but for the
relevant Early Termination Date, have been required (assuming satisfaction of
each applicable condition precedent) after that Early Termination Date is to be
included. The Replacement Transaction would be subject to such documentation as
such party and the Reference Market-maker may, in good faith, agree. The party
making the determination (or its agent) will request each Reference Market-maker
to provide its quotation to the extent reasonably practicable as of the same day
and time (without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day and time as of
which those quotations are to be obtained will be selected in good faith by the
party obliged to make a determination under Section 6(e), and, if each party is
so obliged, after consultation with the other. If more than three quotations are
provided, the Market Quotation will be the arithmetic mean of the quotations,
without regard to the quotations having the highest and lowest values. If
exactly three such quotations are provided, the Market Quotation will be the
quotation remaining after disregarding the highest and lowest quotations. For
this purpose, if more than one quotation has the same highest value or lowest
value, then one of such quotations shall be disregarded. If fewer than three
quotations are provided, it will be deemed that the Market Quotation in respect
of such Terminated Transaction or group of Terminated Transactions cannot be
determined.

         "NON-DEFAULT RATE" means a rate per annum equal to the cost (without
proof or evidence of any actual cost) to the Non-defaulting Party (as certified
by it) if it were to fund the relevant amount.

         "NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).


                                       21
<PAGE>

         "OFFICE" means a branch or office of a party, which may be such party's
bead or home office.

         "POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of
notice or the lapse of time or both, would constitute an Event of Default.

         "REFERENCE MARKET-MAKERS" means four leading dealers in the relevant
market selected by the party determining a Market Quotation in good faith (a)
from among dealers of the highest credit standing which satisfy all the criteria
that such party applies generally at the time in deciding whether to offer or to
make an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

         "RELEVANT JURISDICTION" means, with respect to a party, the
jurisdictions (a) in which the party is incorporated, organized, managed and
controlled or considered to have its seat, (b) where an Office through which the
party is acting for purposes of this Agreement is located, (c) in which the
party executes this Agreement and (d) in relation to any payment, from or
through which such payment is made.

         "SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is
to be made under Section 2(a)(i) with respect to a Transaction.

         "SET-OFF" means set-off, offset, combination of accounts, right of
retention or withholding or similar right or requirement to which the payer of
an amount under Section 6 is entitled or subject (whether arising under this
Agreement, another contract, applicable law or otherwise) that is exercised by,
or imposed on, such payer.

         "SETTLEMENT AMOUNT" means, with respect to a party and any Early
Termination Date, the sum of:

         (a) the Termination Currency Equivalent of the Market Quotations
(whether positive or negative) for each Terminated Transaction or group of
Terminated Transactions for which a Market Quotation is determined; and

         (b) such party's Loss (whether positive or negative and without
reference to any Unpaid Amounts) for each Terminated Transaction or group of
Terminated Transactions for which a Market Quotation cannot be determined or
would not (in the reasonable belief of the party making the determination)
produce a commercially reasonable result.

         "SPECIFIED ENTITY" has the meaning specified in the Schedule.

         "SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation
(whether present or future, contingent or otherwise, as principal or surety or
otherwise) in respect of borrowed money.

         "SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any
transaction (including an agreement with respect thereto) now existing or
hereafter entered into between one party to this Agreement (or any Credit
Support Provider of such party or any applicable Specified Entity of such party)
and the other party to this Agreement (or any Credit Support


                                       22
<PAGE>


Provider of such other party or any applicable Specified Entity of such other
party) which is a rate swap transaction, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap, equity or equity
index option, bond option, interest rate option, foreign exchange transaction,
cap transaction, floor transaction, collar transaction, currency swap
transaction, cross-currency rate swap transaction, currency option or any other
similar transaction (including any option with respect to any of these
transactions), (b) any combination of these transactions and (c) any other
transaction identified as a Specified Transaction in this Agreement or the
relevant confirmation.

         "STAMP TAX" means any stamp, registration, documentation or similar
tax.

         "TAX" means any present or future tax, levy, impost, duty, charge,
assessment or fee of any nature (including interest, penalties and additions
thereto) that is imposed by any government or other taxing authority in respect
of any payment under this Agreement other than a stamp, registration,
documentation or similar tax.

         "TAX EVENT" has the meaning specified in Section 5(b).

         "TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

         "TERMINATED TRANSACTIONS" means with respect to any Early Termination
Date (a) if resulting from a Termination Event, all Affected Transactions and
(b) if resulting from an Event of Default, all Transactions (in either case) in
effect immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

         "TERMINATION CURRENCY" has the meaning specified in the Schedule.

         "TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount
denominated in the Termination Currency, such Termination Currency amount and,
in respect of any amount denominated in a currency other than the Termination
Currency (the "Other Currency"), the amount in the Termination Currency
determined by the party making the relevant determination as being required to
purchase such amount of such Other Currency as at the relevant Early Termination
Date, or, if the relevant Market Quotation or Loss (as the case may be), is
determined as of a later date, that later date, with the Termination Currency at
the rate equal to the spot exchange rate of the foreign exchange agent (selected
as provided below) for the purchase of such Other Currency with the Termination
Currency at or about 11:00 a.m. (in the city in which such foreign exchange
agent is located) on such date as would be customary for the determination of
such a rate for the purchase of such Other Currency for value on the relevant
Early Termination Date or that later date. The foreign exchange agent will, if
only one party is obliged to make a determination under Section 6(e), be
selected in good faith by that party and otherwise will be agreed by the
parties.

         "TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event
Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an
Additional Termination Event.


                                       23
<PAGE>


         "TERMINATION RATE" means a rate per annum equal to the arithmetic mean
of the cost (without proof or evidence of any actual cost) to each party (as
certified by such party) if it were to fund or of funding such amounts.

         "UNPAID AMOUNTS" owing to any party means, with respect to an Early
Termination Date, the aggregate of (a) in respect of all Terminated
Transactions, the amounts that became payable (or that would have become payable
but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to
such Early Termination Date and which remain unpaid as at such Early Termination
Date and (b) in respect of each Terminated Transaction, for each obligation
under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii))
required to be settled by delivery to such party on or prior to such Early
Termination Date and which has not been so settled as at such Early Termination
Date, an amount equal to the fair market value of that which was (or would have
been) required to be delivered as of the originally scheduled date for delivery,
in each case together with (to the extent permitted under applicable law)
interest, in the currency of such amounts, from (and including) the date such
amounts or obligations were or would have been required to have been paid or
performed to (but excluding) such Early Termination Date, at the Applicable
Rate. Such amounts of interest will be calculated on the basis of daily
compounding and the actual number of days elapsed. The fair market value of any
obligation referred to in clause (b) above shall be reasonably determined by the
party obliged to make the determination under Section 6(e) or, if each party is
so obliged, it shall be the average of the Termination Currency Equivalents of
the fair market values reasonably determined by both parties.


                                       24
<PAGE>

         IN WITNESS WHEREOF the parties have executed this document on the
respective dates specified below with effect from the date specified on the
first page of this document.

[SWAP COUNTERPARTY]                          VOLKSWAGEN AUTO LOAN
                                             ENHANCED [TRUST][LLC] 200_-_


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



                                       25
<PAGE>


(MULTICURRENCY - CROSS BORDER)


                                    SCHEDULE
                                     TO THE
                              ISDA MASTER AGREEMENT

                          DATED AS OF __________, 200_

                                     BETWEEN

                             ----------------------
                                   ("PARTY A")

                                       AND

                             ----------------------
                                   ("PARTY B")

PART 1. PART 1. TERMINATION PROVISIONS.

(a)      "Specified Entity" means in relation to Party A for the purpose of:

         Section 5(a)(v),
                             --------------------------------------------------
         Section 5(a)(vi),
                             --------------------------------------------------
         Section 5(a)(vii),
                             --------------------------------------------------
         Section 5(b)(iv),
                             --------------------------------------------------

                  And in Relation to Party B for the Purpose of:

         Section 5(a)(v),
                             --------------------------------------------------
         Section 5(a)(vi),
                             --------------------------------------------------
         Section 5(a)(vii),
                             --------------------------------------------------
         Section 5(b)(iv),
                             --------------------------------------------------

(b)      "Specified Transaction" will have the meaning specified in Section 14
         of this Agreement unless another meaning is specified here


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

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

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


<PAGE>

(c)      The "Cross Default" provisions of Section 5(a)(vi)
         will/will not * apply to Party A
         will/will not * apply to Party B

         If such provisions apply:

                  "Specified Indebtedness" will have the meaning specified in
         Section 14 of this Agreement unless another meaning is specified here

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

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

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


                  "Threshold Amount" means
                                           -------------------------------------

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

(d)      The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will/will
         not * apply to Party A will/will not * apply to Party B

(e)      The "Automatic Early Termination" provision of Section 6(a) will/will
         not * apply to Party A will/will not * apply to Party B

(f)      Payments on Early Termination. For the purpose of Section 6(e) of this
         Agreement:

(i)      Market Quotation/Loss * will apply.

(ii)     The First Method/The Second Method * will apply.

(g)      "Termination Currency" means _________________, if such currency is
         specified and freely available, and otherwise United States Dollars.

(h)      Additional Termination Event will/will not apply*. The following shall
         constitute an Additional Termination Event:

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

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

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

                  For the purpose of the foregoing Termination Event, the
         Affected Party or Affected Parties shall be:

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

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

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


                                       2
<PAGE>


PART 2.  TAX REPRESENTATIONS.

(a)      Payer Representations. For purposes of Section 3(e) of this Agreement,
         Party A will/will not* make the following representation and Party B
         will/will not* make the following representation:

                  It is not required by any applicable law, as modified by the
         practice of any relevant governmental revenue authority, of any
         Relevant Jurisdiction to make any deduction or withholding for or on
         account of any Tax from any payment (other than interest under Section
         2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other
         party under this Agreement. In making this representation, it may rely
         on (i) the accuracy of any representations made by the other party
         pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of
         the agreement contained in Section 4(a)(i) or 4(a)(iii) of this
         Agreement and the accuracy and effectiveness of any document provided
         by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
         Agreement and (iii) the satisfaction of the agreement of the other
         party contained in Section 4(d) of this Agreement, PROVIDED that it
         shall not be a breach of this representation where reliance is placed
         on clause (ii) and the other party does not deliver a form or document
         under Section 4(a)(iii) by reason of material prejudice to its legal or
         commercial position.

(b)      Payee Representations. For the purpose of Section 3(f) of this
         Agreement, Party A and Party B make the representations specified
         below, if any:

         (i)      The following representations will/will not* apply to Party a
                  and will/will not* apply to Party B:

                           It is fully eligible for the benefits of the
                  "Business Profits" or "Industrial and Commercial Profits"
                  provision, as the case may be, the "Interest" provision or the
                  "Other Income" provision (if any) of the Specified Treaty with
                  respect to any payment described in such provisions and
                  received or to be received by it in connection with this
                  Agreement and no such payment is attributable to a trade or
                  business carried on by it through a permanent establishment in
                  the Specified Jurisdiction.

                  If such representation applies, then:

                  "Specified Treaty" means with respect to Party A
                                                                  -------------

                  "Specified Jurisdiction" means with respect to Party A
                                                                         ------

                  "Specified Treaty" means with respect to Party B
                                                                  -------------

                  "Specified Jurisdiction" means with respect to Party B
                                                                         ------


         (ii)     The following representation will/will not* apply to Party A
                  and will/will not* apply to Party B:


                                       3
<PAGE>

                           Each payment received or to be received by it in
                  connection with this Agreement will be effectively connected
                  with its conduct of a trade or business in the Specified
                  Jurisdiction.

                  If such representation applies, then:

                  "Specified Jurisdiction" means with respect to Party A
                                                                         ------
v
                  "Specified Jurisdiction" means with respect to Party B
                                                                         ------

         (iii)    The following representations will/will not* apply to Party A
                  and will/will not* apply to Party B:

                           (A) It is entering into each Transaction in the
                  ordinary course of its trade as, and is, either (1) a
                  recognized U.K. bank or (2) a recognized U.K. swaps dealer (in
                  either case (1) or (2), for purposes of the United Kingdom
                  Inland Revenue extra statutory concession C17 on interest and
                  currency swaps dated March 14, 1989), and (B) it will bring
                  into account payments made and received in respect of each
                  Transaction in computing its income for United Kingdom tax
                  purposes.

(iv)     Other Payee Representations:
                                     ------------------------------------------

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

                  N.B. The above representations may need modification if either
         party is a Multibranch Party.

PART 3.  AGREEMENT TO DELIVERY DOCUMENTS.

         For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each
party agrees to deliver the following documents, as applicable:

(a)      Tax forms, documents or certificates to be delivered are:

          Party required to deliver     Form/Document/     Date by which to be
                 document                 Certificate           delivered

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

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

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


                                       4

<PAGE>


(b)      Other documents to be delivered are:

          Party required to deliver     Form/Document/     Date by which to be
                 document                 Certificate           delivered

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

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

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


PART 4. MISCELLANEOUS.

(a)      Addresses for Notices. For the purpose of Section 12(a) of this
         Agreement:

         Address for notices or communications to Party A:

<Table>
<S>                                                                            <C>
         Address:
                  ---------------------------------------------------------
         Attention:
                   --------------------------------------------------------
         Telex No.:                                                             Answerback:
                   --------------------------------------------------------                 --------------------
         Facsimile No.:                                                         Telephone No.:
                       ----------------------------------------------------                   ------------------
         Electronic Messaging System Details:
                                             ------------------------------
</Table>

         Address for notices or communications to Party B:

<Table>
<S>                                                                            <C>
         Address:
                  ---------------------------------------------------------
         Attention:
                   --------------------------------------------------------
         Telex No.:                                                             Answerback:
                   --------------------------------------------------------                 --------------------
         Facsimile No.:                                                         Telephone No.:
                       ----------------------------------------------------                   ------------------
         Electronic Messaging System Details:
                                             ------------------------------
</Table>

(b)      Process Agent.  For the purpose of Section 13(c) of this Agreement:

         Party A appoints as its Process Agent:
                                               --------------------------------

         Party B appoints as its Process Agent:
                                               --------------------------------

(c)      Offices. The provisions of Section 10(a) will/will not* apply to this
         Agreement.

(d)      Multibranch Party.  For the purpose of Section 10(c) of this Agreement:

         Party A is/is not* a Multibranch Party and, if so, may act through the
         following Offices:

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

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

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


                                       5
<PAGE>

         Party B is/is not* a Multibranch Party and, if so, may act through the
         following Offices:

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

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

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

(e)      Calculation Agent. The Calculation Agent is _____________ unless
         otherwise specified in a Confirmation in relation to the relevant
         Transaction.

(f)      Credit Support Document.  Details of any Credit Support Document:

(g)      Credit Support Provider. Credit Support Provider means in relation to
         Party A


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

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

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

         Credit Support Provider means in relation to Party B

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

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

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


(h)      Governing Law. This Agreement will be governed by and construed in
         accordance with English law/the laws of the State of New York (without
         reference to choice of law doctrine)*.

(i)      Netting of Payments. Subparagraph (ii) of Section 2(c) of this
         Agreement will not apply to the following transactions or groups of
         Transactions (in each case starting from the date of this Agreement/in
         each case starting from ______________________________*)

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

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

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


(j)      "Affiliate" will have the meaning specified in Section 14 of this
         Agreement unless another meaning is specified here
                                                            -------------------

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


                                       6
<PAGE>

PART 5.


OTHER PROVISIONS.


------------------------------
*        Delete as applicable.





                                       7