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                                                                   EXHIBIT 10.05

(MULTICURRENCY-CROSS BORDER)

                                    ISDA(R)

                  International Swap Dealers Association, Inc.

                                MASTER AGREEMENT

                         dated as of December 19, 2000

                               ABN AMRO BANK N.V.
                                      and

EACH COUNTERPARTY LISTED ON EXHIBIT A TO THE SCHEDULE ATTACHED HERETO 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 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.

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     (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:-

             (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

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                (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 (I) 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 (II) 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)).

     (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;

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

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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;

          (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

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             (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 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

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        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

             (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

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     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 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 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.

          (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.

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          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..

          (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) n 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(c)) 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
                                        9
<PAGE>   10

     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 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.

                                        10
<PAGE>   11

             (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 (I) 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
           Equivalent of the Unpaid Amounts owing to X less (II) 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 Transactions are
           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 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
                                        11
<PAGE>   12

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.

     (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.

                                        12
<PAGE>   13

     (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.

     (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

                                        13
<PAGE>   14

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.

     (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.

                                        14
<PAGE>   15

     (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.

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 TRANSACTIONS" 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.

     "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 I % per annum.

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

                                        15
<PAGE>   16

     "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 bad 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 centre, 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 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 I 1. 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

                                        16
<PAGE>   17

(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).

     "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

                                        17
<PAGE>   18

(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 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

                                        18
<PAGE>   19

Other Currency with the Termination Currency at or about I 1:00 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.

     "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.

     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.

<TABLE>
<S>                                             <C>

ABN AMRO BANK N.V.                              CAMPBELL & COMPANY, INC.
                                                As Trading Advisor for Party B

           By : /s/ ANITA MIRANDA                         By: /s/ THERESA D. BECKS
--------------------------------------------    --------------------------------------------
            Name: Anita Miranda                            Name: Theresa D. Becks
          Title: Treasury Officer                      Title: Chief Financial Officer
           By: /s/ SYLVIE TRUDEL
--------------------------------------------
            Name: Sylvie Trudel
      Title: Assistant Vice President
</TABLE>

                                        19
<PAGE>   20

                                    SCHEDULE
                                     to the
                           MASTER AGREEMENT dated as
                          of December 19, 2000 between
                               ABN AMRO Bank N.V.
                                  ("Party A")
                                      and

             EACH COUNTERPARTY LISTED ON EXHIBIT A ATTACHED HERETO,
                     severally and not jointly ("Party B")

     It is understood and agreed that this document shall constitute a separate
agreement with each party listed on Exhibit A attached hereto, as if each such
party had executed a separate document naming only itself as Party B, and that
no party listed on Exhibit A shall have any liability under this document for
the obligations of any other party engaging in Transactions with Party A,
including any other party so listed. With respect to any one such party, (i)
only Confirmations of Transactions between Party A and such party shall be part
of this Agreement with such party, (ii) references in this Agreement (including
this Schedule) to Party B shall be deemed to refer only to such party, and (iii)
the term "this Agreement" shall be construed according to the foregoing
provisions.

                                     PART 1
                             TERMINATION PROVISIONS

     In this Agreement:

     (a)  SPECIFIED ENTITY" means in relation to Party A for the purpose of:-

<TABLE>
<S>                 <C>
Section 5(a)(v),    Inapplicable
Section 5(a)(vi),   Inapplicable
Section 5(a)(vii),  Inapplicable
Section 5(b)(iv),   Inapplicable
</TABLE>

     and in relation to Party B for the purpose of:

<TABLE>
<S>                 <C>
Section 5(a)(v),    Inapplicable
Section 5(a)(vi),   Inapplicable
Section 5(a)(vii),  Trading Advisor
Section 5(b)(iv),   Inapplicable
</TABLE>

     (b) "SPECIFIED TRANSACTION" will have the meaning as contained in Section
14 of this Agreement.

     (c) The "CROSS DEFAULT" provisions of Section 5(a)(vi) will apply to Party
A and Party B; provided, however, that it shall not constitute an Event of
Default under this Section 5(a)(vi) if (A) such event, condition or failure
arises in the ordinary course of business by mistake, oversight or transfer
difficulties in the payment of money, (B) such event, condition or failure is
remedied on or before the third Business Day after the occurrence or existence
of such event, condition or

                                        20
<PAGE>   21

failure, and (C) no Specified Indebtedness in an aggregate amount equal to or in
excess of the Threshold Amount is accelerated as a result of such event,
condition or failure.

        "SPECIFIED INDEBTEDNESS" shall mean any obligation (whether present or
        future, contingent or otherwise, as principal or surety or otherwise)
        (i) in respect of borrowed money (which, for the avoidance of doubt,
        shall include, without limitation, bonds, notes, commercial paper or
        similar instruments issued or guaranteed by the relevant party; and
        shall exclude deposits received), and (ii) any amount due and payable in
        respect of any Specified Transaction (except that, for this purpose
        only, the words "and any other entity" shall be substituted for the
        words "and the other party to this Agreement (or any Credit Support
        Provider of such other party or any applicable Specified Entity of such
        other party)" where they appear in the definition of Specified
        Transaction), any repo transaction, any reverserepo transaction and any
        stock loan transaction.

             Section 5(a)(vi) is amended by the insertion of the following words
        after the words "due and payable" on line 8:

        "or, in the case of Specified Indebtedness in respect of any Specified
        Transaction, anyrepo transaction, any reverse repo transaction and any
        stock loan transaction, which has resulted in such Specified
        Indebtedness becoming due and payable as a result of the early
        termination of the relevant Specified Transaction, repo transaction,
        reverse repo transaction or stock lending transaction, as the case may
        be".

        "THRESHOLD AMOUNT" means with respect to Party A, an amount equal to
        three percent (3%) of its total equity share capital (as specified from
        time to time in its most recently published audited annual statement in
        accordance with generally accepted accounting principles), or its
        equivalent in any other currency and with respect to Party B, means the
        lesser of percent (3%) of its Net Asset Value or Partnership Capital as
        applicable or (in either case) its equivalent in any other currency.

     (d) "TERMINATION CURRENCY" means United States Dollars.

     (e) The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will
apply to Party A and Party B; provided, however, that with respect to Party A
"Credit Event Upon Merger" shall not have its meaning as defined in Section
5(b)(iv), but shall mean, that (i) Party A consolidates or amalgamates with, or
merges into, or transfers all or substantially all its assets to, another entity
("Y") or Y merges into Party A, (ii) such action does not constitute an event
described in Section 5(a)(viii), and (iii) Standard & Poor's Ratings Group, a
division of McGraw-Hill, Inc. (or any successor thereto) ("S&P") or Moody's
Investor Services, Inc. (or any successor thereto) ("Moody's") rates the
creditworthiness of the resulting, surviving or transferee entity (which shall
be the Affected Party) immediately after such action below investment grade
(investment grade being at least BBB- for S&P and Baa3 for Moody's). With
respect to Party B, Credit Event Upon Merger shall have the meaning set forth in
Section 5(b)(iv).

     (f) The "Automatic Early Termination" provision of Section 6(a) will not
apply to Party A and will not apply to Party B, provided however, Automatic
Early Termination shall apply to Party B, Campbell Global Assets Fund Limited.

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

          (i) (a) Market Quotation will apply with respect to Transactions other
                  than FX Transactions and Currency Option Transactions

              (b) Loss will apply with respect to FX Transactions and Currency
                  Options Transactions.

          (ii) The Second Method will apply to all Transactions.

                                        21
<PAGE>   22

     (h) Additional Termination Event will apply. The following shall constitute
Additional Termination Events pursuant to Section 5(b)(v).

     1.  DECLINE IN NET ASSET VALUE OR PARTNERSHIP CAPITAL AS APPLICABLE OF
PARTY B.  The Net Asset Value or Partnership Capital (as defined in Part 5 of
this Schedule) of Party B as of any calendar month-end, has declined by 50% or
more from the Net Asset Value or Partnership Capital as of any previous calendar
month-end. In respect of the foregoing, Party B shall be the Affected Party.

     2.  CHANGE OF PARTY B'S TRADING ADVISOR.  Campbell & Company, Inc. (the
"Trading Advisor") shall cease to be the Trading Advisor to Party B or shall
cease to have the power and authority to bind Party B with respect to
Transactions. In respect of the foregoing, Party B shall be the Affected Party.

     3.  NOTICE OF WITHDRAWALS OR REDEMPTIONS RESULTING IN INSOLVENCY OF PARTY
B.  The Trading Advisor shall receive notice of withdrawals, redemptions or
other re-allocations of assets such that the Net Asset Value or Partnership
Capital as applicable of Party B, which, after such withdrawals, redemptions or
re-allocations become effective, will result in the insolvency of Party B. In
respect of the foregoing, Party B shall be the Affected Party.

     4.  MATERIAL ADVERSE CHANGE IN CONSTITUENT DOCUMENTS OR INVESTMENT
POLICIES.  Party B or any Plan amends (a) its investment advisory agreement or
other similar agreement, or (b) its investment policies or restrictions and such
amendment, in Party A's reasonable discretion, causes a material adverse effect
on (i) Party B's ability to perform its obligations under this Agreement or (ii)
the binding effect upon, or enforceability against, Party B of this Agreement
and Transactions hereunder. In respect of the foregoing, Party B shall be the
Affected Party.

     5.  FAILURE TO PROVIDE NOTICE OR DOCUMENT.  A party fails to provide any
notice or document required by this Schedule [within three (3) Local Business
Days after receipt of notice from the other party that such notice or document
has not been provided in accordance with the Schedule.] In respect of the
foregoing, the party failing to provide the required notice or document shall be
the Affected Party.

                                     PART 2
                              TAX REPRESENTATIONS

     (a) PAYER TAX REPRESENTATION.  For the purpose of Section 3(e), each of
Party A and Party B will 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 Sections 2(e),
        6(d)(ii) or 6(e)) 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 representation made by the other party
        pursuant to Section 3(f);

             (ii) the satisfaction of the agreement of the other party contained
        in Sections 4(a)(i) and 4(a)(iii) and the accuracy and effectiveness of
        any document provided by the other party pursuant to Sections 4(a)(i)
        and 4(a)(iii); and

             (iii) the satisfaction of the agreement of the other party
        contained in Section 4(d);

             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.

                                        22
<PAGE>   23

     (b) PAYEE TAX REPRESENTATIONS.  For the purpose of Section 3(f), Party A
makes the representations specified below:

        The following representations will apply:

             (i) It is a resident of The Netherlands for the purpose of the
        application of the existing tax treaties between The Netherlands and
        those countries where offices of Party B are located.

             (ii) 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 United States.

     For the purpose of Section 3(f), Party B will make the following
representation:

          The following representations will apply:

             (i) It is the type of legal entity set forth opposite its
        respective name on Exhibit A and it will act through the Office set
        forth opposite its respective name on Exhibit A.

             (ii) It is fully eligible for the benefits of the "Business
        Profits" or "Industrial and Commerce 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 attributed to a trade or business
        carried on by it through a permanent establishment in the Netherlands.

                                     PART 3
                           DOCUMENTS TO BE DELIVERED

     For the purpose of Section 4(a):

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

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
     PARTY
  REQUIRED TO
    DELIVER                   FORM/DOCUMENT/
    DOCUMENT                   CERTIFICATE                    DATE BY WHICH TO BE DELIVERED
---------------------------------------------------------------------------------------------------
<S>               <C>                                     <C>
Party B           A duly completed and executed Internal  (i) Before the first Payment Date
                  Revenue Form W-8 or W-9 (or any         under this Agreement and (ii) promptly
                  successor thereto) as requested by      upon learning that any such form
                  Party A with respect to any payments    previously provided by Party B has
                  received by Party B                     become obsolete or incorrect
---------------------------------------------------------------------------------------------------
Party A           A duly completed and executed Internal  Promptly (i) upon request by Party B
                  Revenue Form 4224 (or any successor     and (ii) upon learning that any such
                  thereto) as requested by Party B with   form previously provided by Party A
                  respect to any payments received by     has become obsolete or incorrect
                  Party A
---------------------------------------------------------------------------------------------------
</TABLE>

                                        23
<PAGE>   24

     (b) Other Documents to be delivered are:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
     PARTY
  REQUIRED TO
    DELIVER               FORM/DOCUMENT/                                             COVERED BY
    DOCUMENT               CERTIFICATE            DATE BY WHICH TO BE DELIVERED     SECTION 3(d)
---------------------------------------------------------------------------------------------------
<S>               <C>                             <C>                             <C>
Party A           Signature Authentication from   upon the execution of this      Yes
                  Party A's Signature Book        Agreement and, if requested,
                                                  Upon execution of the
                                                  Confirmation of any subsequent
                                                  Transaction
---------------------------------------------------------------------------------------------------
Party B           A certificate, reasonably       Upon the execution of this      Yes
                  satisfactory in form and        Agreement and, if requested,
                  substance, of an authorized     upon execution of the
                  officer for Party B certifying  Confirmation of any subsequent
                  the authority, names and true   Transaction
                  signatures of the officers
                  signing this Agreement and any
                  Credit Support Document and
                  the officers of other entities
                  or agents, including the
                  Trading Advisor, authorized to
                  sign any Confirmations or
                  approve any Transactions
---------------------------------------------------------------------------------------------------
Party B           Certified copy of (i) the       Upon execution of this          Yes
                  current Investment Management   Agreement and promptly upon
                  Agreement and Limited           any material amendment thereto
                  Partnership Agreement or (ii)   relating to (i) the investment
                  if Party B is a registered      policies of Party B or (ii)
                  investment company, the         the power of the Trading
                  registration statement of       Advisor to make discretionary
                  Party B                         investments on behalf of Party
                                                  B
---------------------------------------------------------------------------------------------------
Party B           Copies of Certified Offering    Upon the execution of this      No
                  Memorandum, Partnership         Agreement
                  Agreement and Disclosure
                  Documents.
---------------------------------------------------------------------------------------------------
Party B           A duly executed letter from     Upon the execution of this      Yes
                  the Trading Advisor in the      Agreement and, if requested,
                  form of Exhibit C.              upon execution of any
                                                  Confirmation
---------------------------------------------------------------------------------------------------
</TABLE>

                                        24
<PAGE>   25

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
     PARTY
  REQUIRED TO
    DELIVER               FORM/DOCUMENT/                                             COVERED BY
    DOCUMENT               CERTIFICATE            DATE BY WHICH TO BE DELIVERED     SECTION 3(d)
---------------------------------------------------------------------------------------------------
<S>               <C>                             <C>                             <C>
Party A and       Copy of the annual report of    With respect to Party A,        Yes
Party B           the party containing audited    promptly upon request by Party
                  or certified financial          B and with respect to Party B,
                  statements for the most         as soon as available and in
                  recently ended fiscal year      any event within 120 days
                  prepared in accordance with     after the end of each fiscal
                  generally accepted accounting   year of Party B
                  principles, as applied in the
                  jurisdiction of such party's
                  organization
---------------------------------------------------------------------------------------------------
Party B           Report of the Net Asset Value   As soon as available and in     Yes
                  or Partnership Capital as       any event within ten business
                  applicable of Party B as of     days after the end of the
                  each month-end                  month covered by the report
---------------------------------------------------------------------------------------------------
Party B           Copy of the unaudited balance   As soon as available and in     Yes
                  sheet and income statement of   any event within 45 days after
                  Party B for each fiscal         the end of each fiscal quarter
                  quarter.                        of Party B
---------------------------------------------------------------------------------------------------
Party B           Written notice to Party A of    Promptly upon becoming aware    Yes
                  the occurrence of any event     of the occurrence of such
                  that would constitute an        event
                  Additional Termination Event
                  with respect to Party B
---------------------------------------------------------------------------------------------------
</TABLE>

                                     PART 4
                                 MISCELLANEOUS

     (a) GOVERNING LAW.  This Agreement will be governed by and construed in
accordance with the laws of the State of New York without reference to choice of
law doctrine.

     (b) "AFFILIATE" will have the meaning specified in Section 14.

     (c) OFFICES.  The provisions of Section 10(a) will apply to this Agreement.

     (d) MULTIBRANCH PARTY.  For the purpose of Section 10:

          Party A is not a Multibranch Party and may act through its Chicago
     office only.

          Party B is not a Multibranch Party, and will act through the Office
     specified in Exhibit A.

     (e) CALCULATION AGENT.  The Calculation Agent is PARTY A.

                                        25
<PAGE>   26

     (d) ADDRESSES FOR NOTICES.  For the purpose of Section 12(a):

     Address for notices or communications to Party A:

<TABLE>
<S>                   <C>
Address:              ABN AMRO Bank N.V., Chicago Branch
                      181 W. Madison Street
                      Chicago, Illinois 60602
Attention:            Treasury Operations
Telex No.:            62734 Answerback: ABN UW
Facsimile No.:        312-904-5778
Telephone No.:        312-904-5925
Electronic Messaging
  System Details:     ABN AUS 33a XXX
</TABLE>

     Account for payment: Account No. 026009580 at the Federal Reserve Bank of
New York for the account of ABN AMRO Bank N.V., New York Branch in favor of ABN
AMRO Bank N.V., Chicago.

     Address for notices or communications to Party B as applicable:

<TABLE>
<S>                   <C>
Address:              Campbell Strategic Allocation Fund L.P.
                      Campbell Financial Futures Fund L.P.
                      Institutional Futures Fund, L.P.
                      Campbell Fund Trust
                      c/o Campbell & Company, Inc.
                      210 West Pennsylvania Avenue, Suite 770
                      Baltimore, MD 21204
                      Attn: Terri D. Becks, CPA
                      Chief Financial Officer
                      Telephone No.: (410) 296-3301
                      Facsimile No.: (410) 296-3311
                      Campbell Global Assets Fund Limited
                      Euro-Canadian Centre
                      Marlborough Street
                      PO Box 4901
                      Nassau, Bahamas
                      Telephone No: (242) 328-5188
                      Facsimile No.: (242) 328-5192
                      c/o Campbell & Company, Inc.
                      210 West Pennsylvania Avenue, Suite 770
                      Baltimore, MD 21204
                      Attn: Terri D. Becks, CPA
                      Chief Financial Officer
                      Telephone No.: (410) 296-3301
                      Facsimile No.: (410) 296-3311
</TABLE>

     (e) CREDIT SUPPORT DOCUMENT:  Inapplicable.

     (f) CREDIT SUPPORT PROVIDER:  Inapplicable.

     (g) NETTING OF PAYMENTS.  Subparagraph (ii) of Section 2(c) of this
Agreement will not apply to any Transactions.

                                        26
<PAGE>   27

     (h) PROCESS AGENT.  For the purpose of Section 13(c):

          Party A:  Inapplicable

          Party B appoints:  PLEASE ADVISE

                                     PART 5
                                OTHER PROVISIONS

     (a) ISDA DEFINITIONS.  The 1991 ISDA Definitions, as amended by the 1998
Supplement to the 1991 ISDA Definitions ( the "1991 Definitions") and the 1998
FX and Currency Option Definitions (the "FX Definitions"), and the 1998 ISDA
Euro Definitions, collectively (the "Definitions"), each as published by the
International Swaps and Derivatives Association, Inc., shall be deemed a part of
this Agreement as if fully set forth herein. The Definitions and the provisions
of Section 14 of this Agreement shall be deemed a part of each Confirmation as
if set forth in full therein.

     (b) INTERPRETATION.  In the event of any inconsistency between the
provisions of this Schedule and the Definitions, this Schedule will prevail. In
the event of any inconsistency between the provisions of this Schedule and the
printed Agreement of which it forms a part, this Schedule will prevail. In the
event of any inconsistency between the provisions of any Confirmation and this
Schedule, such Confirmation will prevail for the purpose of the relevant
Transaction; provided, however, that with respect to FX Transactions and
Currency Options Transactions, Part 5 (p) hereof shall prevail.

     (c) CONSENT TO RECORDING.  Each party (i) consents to the recording of the
telephone conversations of trading, marketing and other relevant personnel of
the parties in connection with this Agreement or any potential Transaction and
(ii) agrees that such recording may be submitted in evidence to any court or in
any Proceeding with respect to this Agreement or any Transaction thereunder.

     (d) TRANSFER.  Exception to the Transfer provisions of Section 7 is that
consent to transfer shall not be unreasonably withheld.

     (e) WAIVER OF JURY TRIAL.  Each Party irrevocably waives any and all right
to trial by jury in any legal proceeding instituted in connection with this
Agreement or any Transaction to the fullest extent permitted by law. As to any
matter for which a jury trial cannot be waived, each party agrees not to assert
any such matter as a cross claim or counterclaim in, nor move to consolidate the
same with, any legal proceeding in which a jury trial is waived.

     (f) SETOFF.  Each party agrees that the following provision shall be added
as Section 6(f) of this Agreement:

     "(f) SETOFF.  Any amount (the "Early Termination Amount") payable to one
party (the "Payee") by the other party (the "Payer") under Section 6(e) of this
Agreement, in circumstances where there is a Defaulting Party or one Affected
Party in the case where a Termination Event under this Agreement has occurred,
will, at the option of the party ("X") other than the Defaulting Party or the
Affected Party (and without prior notice to the Defaulting Party or the Affected
Party), be reduced by its setoff against any amount(s) (the "Other Agreement
Amount") payable (whether at such time or in the future or upon the occurrence
of a contingency) by the Payee to the Payer (irrespective of the currency, place
of payment or booking office of the obligation) under any other agreement(s)
between the Payee and the Payer or instrument(s) or undertakings) issued or
executed by one party to, or in favor of, the other party (and the Other
Agreement Amount will be discharged promptly and in all respects to the extent
it is so setoff). X will give notice to the other party of any setoff effected
under this Section 6(f).

     For this purpose, either the Early Termination Amount or the Other
Agreement Amount (or the relevant portion of such amounts) may be converted by X
into the currency in which the other

                                        27
<PAGE>   28

amount subject to set-off is denominated, at the rate of exchange at which such
party would be able, acting in a reasonable manner and in good faith, to
purchase the relevant amount of such currency. 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 relevant currency.

     If an obligation is unascertained, X may in good faith estimate that
obligation and effect set-off in respect of the estimate, subject to the
relevant party accounting to the other when the obligation is ascertained.

     Nothing in Section 6(f) shall be effective to create a charge or other
security interest. This Section shall be without prejudice and in addition to
any right of set-off, combination of accounts, lien or other right to which any
party is at any time otherwise entitled (whether by operation of law, contract
or otherwise)."

     (g)  RELATIONSHIP BETWEEN THE PARTIES.  This Agreement is hereby amended by
the addition of a new Section 15 as follows:

          "15.  RELATIONSHIP BETWEEN THE PARTIES.

          Each party will be deemed to represent to the other party on the date
     on which it enters into a Transaction (absent a written agreement between
     the parties that expressly imposes affirmative obligations to the contrary
     for that Transaction):

          (a)  NON RELIANCE.  It is acting for its own account, and it has made
     its own independent decisions to enter into that transaction and as to
     whether that Transaction is appropriate or proper for it based upon its own
     judgment and upon advice from such advisers as it has deemed necessary. It
     is not relying on any communication (written or oral) of the other party as
     investment advice or as a recommendation to enter into that Transaction; it
     being understood that information and explanations related to the terms and
     conditions of a Transaction shall not be considered investment advice or a
     recommendation to enter into that Transaction. No communication (written or
     oral) received from the other party shall be deemed to be an assurance or
     guarantee as to the expected results of that Transaction.

          (b)  ASSESSMENT AND UNDERSTANDING.  It is capable of assessing the
     merits of and understanding (on its own behalf or through independent
     professional advice), and understands and accepts, the terms, conditions
     and risks of that Transaction.

          (c)  STATUS OF PARTIES.  The other party is not acting as a fiduciary
     for or an adviser to it in respect of that Transaction."

     (h)  REPRESENTATIONS.

          (i)  Section 3(a)(iii) of this Agreement is hereby amended by
     inserting the words "or investment policies or restrictions" immediately
     following the word "documents."

          (ii)  Section 3(a) of this Agreement is hereby amended by the deletion
     of "and" at the end of subdause (iv), the substitution of a semi-colon for
     the period at the end of sub-clause (v) and the addition of the following
     at the end thereof

             "(vi)  ELIGIBLE SWAP PARTICIPANT.  It is an "eligible swap
        participant" under, and as defined           in, 17 C.F.R. 35.1;

             (vii)  INVESTMENT DETERMINATIONS.  Each party hereby acknowledges
        and agrees that it is responsible (directly or through the Trading
        Advisor) for making its own determination of the prudence and
        suitability of any Transaction for it;

             (viii)  NO AGENCY.  It is entering into this Agreement, any Credit
        Support Document to which it is a party, each Transaction, and any other
        documentation relating to this Agreement that it is required by the
        Agreement to deliver as principal (and not as agent or in any other
        capacity, fiduciary or otherwise);
                                        28
<PAGE>   29

             (ix)  COMPLIANCE WITH INVESTMENT POLICIES; INVESTMENT ADVISERS
        ACT.  In the case of Party B, (aa) the execution, delivery and
        performance by Party B of this Agreement do not violate or conflict with
        the investment policies and objectives of Party B set forth in the
        offering materials and organizational documents of Party B from time to
        time in effect, and (bb) the Trading Advisor is not required to be
        registered as an Investment Adviser under the Advisers Act.

             (x)  TRADING ADVISORY AGREEMENT.  In the case of Party B, (aa) the
        Trading Advisor has full power and authority under the Trading Advisory
        Agreement to (i) cause Party B to enter into Transactions under this
        Agreement (on such terms and conditions as the Trading Advisor may
        determine in its sole discretion), (ii) take further actions in respect
        of such Transactions including, without limitation, exercise of Options,
        and (iii) if the Trading Advisoris executing and delivering this
        Agreement on behalf of Party B, to execute and deliver this Agreement;
        and (bb) it had full power, authority and legal right to enter into the
        Trading Advisory Agreement, the Trading Advisory Agreement has been duly
        executed by all parties thereto and is valid, binding and legally
        enforceable in accordance with its terms.

     (i)  ADDITIONAL AGREEMENTS OF PARTY B.  Party B additionally covenants to
Party A as follows:

          (i)  Unless previously notified in writing by Party B, Party A may
     rely on all representations and warranties of and actions by the Trading
     Adviser in relation to any Transaction hereunder. For these purposes, Party
     B agrees to fully and unconditionally indemnify Party A for any and all
     losses, damages, costs and expenses directly sustained by Party A in
     relation to any Transaction hereunder (including those incurred in
     unwinding any Transaction and any relevant hedging transaction) by reason
     of (x) its bona fide reliance on the appointment by Party B of the Trading
     Adviser as Party B's agent to enter into Transactions on its behalf,
     irrespective of the invalidity, unenforceability, termination or revocation
     of such appointment (unless previously notified in writing by Party B) or
     breach by the Trading Adviser of the terms and obligations set forth in any
     applicable advisory/management agreement entered into between Party B and
     the Trading Adviser or (y) as a direct result of Party A's bona fide
     reliance upon the instructions, actions or ostensible authority of the
     Trading Adviser. Notwithstanding anything to the contrary herein, these
     indemnification provisions shall survive any termination of this agreement.

          (ii)  If Party B provides credit support or credit enhancement to
     counterparties to Derivative Transactions with Party B, Party B will notify
     Party A of such credit support or credit enhancement and will provide
     equivalent credit support or credit enhancement to Party A on terms equally
     favorable to Party A as the terms under which such counterparties received
     such credit support or enhancement.

     (j)  ADJUSTMENT FOR BANKRUPTCY.  Section 6(e)(iii) of this Agreement is
hereby amended by the addition of the following at the end thereof:

          "In addition, to, and notwithstanding anything to the contrary in the
     preceding sentence of this Section 6(e)(iii), if an Early Termination Date
     is deemed to have occurred under Section 6(a) as a result of Automatic
     Early Termination, the Defaulting Party hereby agrees to indemnify the
     Non-defaulting Party on demand against all loss or damage that the
     Nondefaulting Party may sustain or incur in respect of each Transaction as
     a result of movement in interest rates, currency exchange rates or market
     quotations between the Early Termination Date and the date (the
     "Determination Date") upon which the Non-defaulting Party first becomes
     aware that the Early Termination Date has been deemed to have occurred
     under Section 6(a).

          If the Non-defaulting Party shall determine that it would gain or
     benefit from the movement in interest rates, currency exchange rates or
     market quotations between the Early

                                        29
<PAGE>   30

     Termination Date and the Determination Date, the amount of such gain or
     benefit shall be deducted from the amount payable by the Defaulting Party
     pursuant to Section 6(e)(i)(4).

          The Determination Date shall be a date not later than the date upon
     which creditors generally of the Defaulting Party are notified of the
     occurrence of the Event of Default leading to the deemed Early Termination
     Date."

     (k)  INCORPORATION OF ISDA EMU PROTOCOL.  Party A and Party B agree that
the definitions and provisions contained in Annexes 1 to 5 and Section 6 of the
ISDA EMU Protocol published May 6, 1998 by ISDA (the "Protocol") are hereby
incorporated by reference and made a part of this Agreement.

     (l)  TRADING ADVISOR LETTER A MATERIAL INDUCEMENT.  Party B acknowledges
and agrees that the Trading Advisor's Letter is a material inducement to Party A
in entering into this Agreement and any Transaction hereunder, that Party A
shall rely on the representations set forth in the Trading Advisor's Letter, and
that Party A would not enter into this Agreement or Transactions hereunder is
the Trading Advisor's Letter was not delivered by the Trading Advisor.

          (m)  ADDITIONAL AMENDMENTS TO SECTION 14:  Section 14 of this
     Agreement is hereby amended to add the following definitions thereto in the
     appropriate alphabetical order:

             "ADVISERS ACT" means the Investment Advisers Act of 1940, as
        amended.

             "TRADING ADVISOR" means Campbell & Company, Inc.

             "TRADING ADVISORY AGREEMENT" means the agreement conferring on the
        Trading Advisor the power to make discretionary investments on behalf of
        Party B.

             "NET ASSET VALUE OR PARTNERSHIP CAPITAL" of Party B means as of any
        date the Total Assets minus Total Liabilities of Party B, in each case
        as of such date. As used herein, "Total Assets" means, at any date, all
        assets of Party B which in accordance with generally accepted accounting
        principles would be classified as assets upon a balance sheet of Party B
        prepared as of such date. As used herein, "Total Liabilities" means, at
        any date, all liabilities of Party B which in accordance with generally
        accepted accounting principles would be classified as liabilities upon a
        balance sheet of Party B prepared as of such date.

     (m)  SCOPE OF AGREEMENT.  With effect from the date of the Agreement, all
Transactions (as defined in the Definitions) entered into prior to the date
hereof between the parties hereto shall be governed by and construed in
accordance with this Agreement, notwithstanding the terms of any agreement or
Confirmation which states otherwise. Each agreement or Confirmation governing
any Transaction entered into prior to the date hereof shall constitute a
supplement to, and form a part of, this Agreement, and will be read and
construed as one with this Agreement, and all such agreements and Confirmations
along with this Agreement constitute a single agreement.

     (n)  RESTATEMENT.  This Agreement supercedes and replaces in its entirety
the International Foreign Exchange Master Agreement with margin between Party A
and Party B ( as amended from time to time the "Previous Agreement") as noted
hereto; Campbell Strategic Allocation Fund L.P. dated August 1, 1998, Campbell
Financial Futures Fund L.P. dated August 10, 1999, Institutional Futures Fund,
L.P. dated August 1, 1998, Campbell Fund Trust, dated July 30, 1999, Campbell
Global Assets Fund Limited dated October 13, 1998, together with the
Confirmations (as defined in the Previous Agreement) relating thereto. All
Confirmations relating to the Previous Agreement shall be deemed part of this
Agreement and all references to the Agreement in all Confirmations to the
Previous Agreement (howsoever described) shall be deemed references to this
Agreement. All terms in the Confirmations shall be defined in accordance with
this Agreement mutatis mutandis.

     (o)  PAYMENT INSTRUCTIONS.  All payments to be made hereunder in respect of
FX Transactions and Currency Option Transactions shall be made in accordance
with standing payment instructions provided by the parties (or as otherwise
specified in a Confirmation).

                                        30
<PAGE>   31

     AMENDMENTS TO DEFINITIONS.

          (i)  Section 3.5(g) of the FX Definitions is amended by the deletion
     of the word "facsimile," in the fourth line thereof.

     (p)  Section 3.4 of the FX Definitions is hereby amended by the addition of
the following subsection:

          (ii)  "(c)  UNPAID PREMIUM.  If any Premium is not received on the
     Premium Payment Date, the Seller may elect: (i) to accept a late payment of
     such Premium; (ii) to give written notice of such non-payment and, if such
     payment shall not be received within two (2) Local Business Days of such
     notice, treat the related Currency Option Transaction as void; or (iii) to
     give written notice of such non-payment and, if such payment shall not be
     received within two (2) Local Business Days of such notice, treat such
     non-payment as an Event of Default under Section 5(a)(i). If the Seller
     elects to act under either clause (i) or (ii) of the preceding sentence,
     the Buyer shall pay all out-of-pocket costs and actual damages incurred in
     connection with such unpaid or late Premium or void Currency Option
     Transaction, including, without limitation, interest on such Premium in the
     same currency as such Premium at the then prevailing market rate and any
     other costs or expenses incurred by the Seller in covering its obligations
     (including, without limitation, a delta hedge) with respect to such
     Currency Option Transaction."

     (q) CONFIRMATIONS.  Where an FX Transaction or Currency Option Transaction
is confirmed by means of mail or an electronic messaging system that the parties
have elected to use to confirm such Transaction: (i) such confirmation will
constitute a "Confirmation" as referred to in this Agreement even where not so
specified in the Confirmation, (ii) such Confirmation will supplement, form part
of, and be subject to this Agreement and all provisions in this Agreement will
govern the Confirmation, and (iii) the definitions and provisions contained in
the FX Definitions will be incorporated into the Confirmation.

     (r) CASH SETTLEMENT.  Unless otherwise agreed by the parties, each forward
rate FX Transaction shall be cash settled in USD on the Settlement Date. The
parties further agree to determine by mutual agreement the Spot Rate for USD
with respect to such Currency on the Valuation Date for such forward rate FX
Transaction.

     (s) DELIVERY VS. PAYMENT.  In the event that the parties enter into any FX
Transactions in which settlement is to be made in two different Currencies,
Party B agrees to deliver payment to Party A in advance of Party A's obligation
to deliver payment to Party B.

     (t) FURTHER AMENDMENTS.  Section 3(d) of this Agreement is amended by the
following at the end thereof:

          ",or, in the case of audited or unaudited financial statements, a fair
     presentation of the financial condition of the relevant person."

                                        31
<PAGE>   32

     IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized officers as of the date hereof.

<TABLE>
<S>                                                         <C>
ABN AMRO BANK N.V.                                          CAMPBELL & COMPANY, INC.
                                                            As Trading Advisor for Party B

By: /s/ ANITA MIRANDA                                       By: /s/ THERESA D. BECKS
    -------------------------------------------------       -------------------------------------------------
    Name: Anita Miranda                                         Name: Theresa D. Becks
    Title: Treasury Officer                                     Title: Chief Financial Officer

By: /s/ SYLVIE TRUDEL
    -------------------------------------------------
    Name: Sylvie Trudel
    Title: Assistant Vice President
</TABLE>

                                        32
<PAGE>   33

                             ANNEX A -- HEDGE FUNDS

     This Annex shall apply to any party listed on Exhibit A that is a Fund.

     1. Additional Documents to be Delivered. In addition to the Other Documents
        to be delivered as specified in Part 2 of the Schedule, the following
        documents are to be delivered and will be covered by the representation
        of Section 3(d):

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
     PARTY
  REQUIRED TO
    DELIVER                   FORM/DOCUMENT/
    DOCUMENT                   CERTIFICATE                    DATE BY WHICH TO BE DELIVERED
---------------------------------------------------------------------------------------------------
<S>               <C>                                     <C>
Party B           Any other information relating to its   Promptly upon request
                  condition or operations, financial or
                  otherwise as Party A may reasonably
                  request from time to time
---------------------------------------------------------------------------------------------------
</TABLE>

     2. Additional Representation. In addition to the Representations made under
        Section 3 of this Agreement, as amended in Part 5 of the Schedule, Party
        B makes the following representation and warranty, which shall be deemed
        to be made continuously at all times that one or more Transactions are
        outstanding between Party A and Party B: There has been no material
        adverse change in Party B's financial condition that is likely to affect
        Party B's ability to perform its obligations under this Agreement since
        the last day of the one year period covered by its most recently
        prepared year end financial statement.

                                        33
<PAGE>   34

                                   EXHIBIT A

                             LIST OF COUNTERPARTIES
                                LIST OF PARTIES

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

<TABLE>
<CAPTION>
                                                OFFICE LOCATION        NET ASSET VALUE OR NET
    COUNTERPARTY NAME      TYPE OF ENTITY    STATE OR JURISDICTION         MANAGED ASSETS
<S>                        <C>              <C>                       <C>
----------------------------------------------------------------------------------------------
 Campbell Strategic          Hedge Fund     Delaware                   Partnership Capital
   Allocation Fund L.P.
----------------------------------------------------------------------------------------------
 Campbell Financial          Hedge Fund     Maryland                   Partnership Capital
   Futures Fund L.P.
----------------------------------------------------------------------------------------------
 Institutional Futures       Hedge Fund     Maryland                   Partnership Capital
   Fund, L.P.
----------------------------------------------------------------------------------------------
 Campbell Fund Trust         Hedge Fund     Delaware                   Net Asset Value
----------------------------------------------------------------------------------------------
 Campbell Global Assets      Hedge Fund     The Commonwealth of the    Net Asset Value
   Fund Limited                             Bahamas
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
</TABLE>

                                        34
<PAGE>   35

                                   EXHIBIT B

                         FORM OF TRADING ADVISOR LETTER

[Letterhead of TRADING ADVISOR

                                                                          [Date]

ABN AMRO Bank N.V.
Chicago Branch
181 West Madison Street
Chicago, Illinois 60602

                                        Re:  [NAME OF FUND] (OUR "CLIENT")

Ladies and Gentlemen:

     Please be advised that our organization is a trading advisor. In the
foregoing capacity, we have entered into an agreement with our Client[, A COPY
OF WHICH IS ATTACHED,] which gives us full discretionary investment authority on
its behalf. Such investment authority includes, without limitations,
authorization to enter orders with brokers and dealers in futures, forwards and
swaps, including ABN AMRO Bank N.V. and any of its affiliates (collectively
"Counterparty"), to buy, sell, including sell short, and trade in all types of
futures, forwards and swaps, including options contracts, whether traded on an
exchange, in the over-the-counter market, or privately-negotiated, as well as to
enter into the forward delivery or when issued transactions, or swap
transactions of any kind, or options thereon, or any transaction involving a
combination of one or more of the foregoing. Such investment authority includes,
authorization to effect such transaction on a cash basis, on margin or to pledge
assets to secure our Client's performance of its obligations pursuant to any of
the foregoing transactions.

     By executing this letter, our organization hereby assures you and
represents that, with respect to our Client on whose behalf we enter into a
transaction with or through Counterparty: (a) we have in our files a fully
executed agreement with our Client authorizing us to place such order or to
enter into such contract with or through Counterparty on a discretionary basis
and (b) that the person(s) who signed our agreement was (were) properly
authorized to do so by his/her (their) principal or employer.

     It is understood and agreed that Counterparty may (i) decline to effect any
transaction hereunder for our Client, and (ii) require additional documentation
with respect to our Client if our Client wishes to effect options transactions,
commodities futures transaction, foreign exchange transaction, swap transactions
or options on swap transactions or any transactions on margin or requiring our
Client to pledge assets to secure its performance of any obligations it may have
to you pursuant to any of the foregoing transactions.

     The foregoing assurances and representations shall be deemed to be renewed
and remade with respect to our Client on each occasion that we place an order in
securities or enter into a contract with or through Counterparty.

Very truly yours,

Campbell & Co., Inc.

By:

Name:

Title:

                                        35
<PAGE>   36

(BILATERAL FORM)                  (ISDA AGREEMENTS SUBJECT TO NEW YORK LAW ONLY)

                                    ISDA(R)

             International Swaps and Derivatives Association, Inc.

                              CREDIT SUPPORT ANNEX
                          to the Schedule to the ISDA
                           MASTER AGREEMENT dated as
                          of December 19, 2000 between
                               ABN AMRO BANK N.V.
                                  ("Party A")
                                      and

     EACH COUNTERPARTY LISTED ON EXHIBIT A TO THE SCHEDULE ATTACHED HERETO
                                  ("Party B")

     This Annex supplements, forms part of, and is subject to, the
above-referenced Agreement, is part of its Schedule and is a Credit Support
Document under this Agreement with respect to each party.

     Accordingly, the parties agree as follows:

PARAGRAPH 1.  INTERPRETATION

     (a)  DEFINITIONS AND INCONSISTENCY.  Capitalized terms not otherwise
defined herein or elsewhere in this Agreement have the meanings specified
pursuant to Paragraph 12, and all references in this Annex to Paragraphs are to
Paragraphs of this Annex. In the event of, any inconsistency between this Annex
and the other provisions of this Schedule, this Annex will prevail, and in the
event of any inconsistency between Paragraph 13 and the other provisions of this
Annex, Paragraph 13 will prevail.

     (b)  SECURED PARTY AND PLEDGOR.  All references in this Annex to the
"Secured Party" will be to either party when acting in that capacity and all
corresponding references to the "Pledgor" will be to the other party when acting
in that capacity; provided, however, that if Other Posted Support is held by a
party to this Annex, all references herein to that party as the Secured Party
with respect to that Other Posted Support will be to that party as the
beneficiary thereof and will not subject that support or that party as the
beneficiary thereof to provisions of law generally relating to security
interests and secured parties.

PARAGRAPH 2.  SECURITY INTEREST

     Each party, as the Pledgor, hereby pledges to the other party, as the
Secured Party, as security for its Obligations, and grants to the Secured Party
a first priority continuing security interest in, lien on and right of Set-off
against all Posted Collateral Transferred to or received by the Secured Party
hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted
Collateral, the
                                        36
<PAGE>   37

security interest and lien granted hereunder on that Posted Collateral will be
released immediately and, to the extent possible, without any further action by
either party.

PARAGRAPH 3.  CREDIT SUPPORT OBLIGATIONS

     (a)  DELIVERY AMOUNT.  Subject to Paragraphs 4 and 5, upon a demand made by
the Secured Party on or promptly following a Valuation Date, if the Delivery
Amount for that Valuation Date equals or exceeds the Pledgor's Minimum Transfer
Amount, then the Pledgor will Transfer to the Secured Patty Eligible Credit
Support having a Value as of the date of Transfer at least equal to the
applicable Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise
specified in Paragraph 13, the "Delivery Amount" applicable to the Pledgor for
any Valuation Date will equal the amount by which:

          (i)  the Credit Support Amount exceeds

          (ii)  the Value as of that Valuation Date of all Posted Credit Support
     held by the Secured Party.

     (b)  RETURN AMOUNT.  Subject to Paragraphs 4 and 5, upon a demand made by
the Pledgor on or promptly following a Valuation Date, if the Return Amount for
that Valuation Date equals or exceeds the Secured Party's Minimum Transfer
Amount, then the Secured Party will Transfer to the Pledgor Posted Credit
Support specified by the Pledgor in that demand having a Value as of the date of
Transfer as close as practicable to the applicable Return Amount (rounded
pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the
"Return Amount" applicable to the Secured Party for any Valuation Date will
equal the amount by which:

          (i)  the Value as of that Valuation Date of all Posted Credit Support
     held by the Secured Party exceeds

          (ii)  the Credit Support Amount.

     "CREDIT SUPPORT AMOUNT" means, unless otherwise specified in Paragraph 13,
for any Valuation Date (i) the Secured Party's Exposure for that Valuation Date
plus (ii) the aggregate of all Independent Amounts applicable to the Pledgor, if
any, minus (iii) all Independent Amounts applicable to the Secured Party, if
any, minus (iv) the Pledgor's Threshold; provided, however, that the Credit
Support Amount will be deemed to be zero whenever the calculation of Credit
Support Amount yields a number less than zero.

PARAGRAPH 4.  CONDITIONS PRECEDENT, TRANSFER TIMING, CALCULATIONS AND
SUBSTITUTIONS

     (a)  CONDITIONS PRECEDENT.  Each Transfer obligation of the Pledgor under
Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii), 5 and
6(d) is subject to the conditions precedent that:

          (i)  no Event of Default, Potential Event of Default or Specified
     Condition has occurred and is continuing with respect to the other party;
     and

          (ii)  no Early Termination Date for which any unsatisfied payment
     obligations exist has occurred or been designated as the result of an Event
     of Default or Specified Condition with respect to the other party.

     (b)  TRANSFER TIMING.  Subject to Paragraphs 4(a) and 5 and unless
otherwise specified, if a demand for the Transfer of Eligible Credit Support or
Posted Credit Support is made by the Notification Time, then the relevant
Transfer will be made not later than the close of business on the next Local
Business Day; if a demand is made after the Notification Time, then the relevant
Transfer will be made not later than the close of business on the second Local
Business Day thereafter.

                                        37
<PAGE>   38

     (c)  CALCULATIONS.  All calculations of Value and Exposure for purposes of
Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation
Time. The Valuation Agent will notify each party (or the other party, if the
Valuation Agent is a party) of its calculations not later than the Notification
Time on the Local Business Day following the applicable Valuation Date (or in
the case of Paragraph 6(d), following the date of calculation).

     (d)  SUBSTITUTIONS.

          (i)  Unless otherwise specified in Paragraph 13, upon notice to the
     Secured Patty specifying the items of Posted Credit Support to be
     exchanged, the Pledgor may, on any Local Business Day, Transfer to the
     Secured Party substitute Eligible Credit Support (the "Substitute Credit
     Support"); and

          (ii)  subject to Paragraph 4(a), the Secured Party will Transfer to
     the Pledgor the items of Posted Credit Support specified by the Plcdgor in
     its notice not later than the Local Business Day following the date on
     which the Secured Party receives the Substitute Credit Support, unless
     otherwise specified in Paragraph 13 (the "Substitution Date"); provided
     that the Secured Patty will only be obligated to Transfer Posted Credit
     Support with a Value as of the date of Transfer of that Posted Credit
     Support equal to the Value as of that date of the Substitute Credit
     Support.

PARAGRAPH 5.  DISPUTE RESOLUTION

     If a party (a "Disputing Party") disputes (1) the Valuation Agent's
calculation of a Delivery Amount or a Return Amount or (II) the Value of any
Transfer of Eligible Credit Support or Posted Credit Support, then (1) the
Disputing Party will notify the other party and the Valuation Agent (if the
Valuation Agent is not the other party) not later than the close of business on
the Local Business Day following (X) the date that the demand is made under
Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of
(II) above, (2) subject to Paragraph 4(a), the appropriate party will Transfer
the undisputed amount to the other party not later than the close of business on
the Local Business Day following (X) the date that the demand is made under
Paragraph 3 in the case of (1) above or (Y) the date of Transfer in the case of
(II) above, (3) the parties will consult with each other in an attempt to
resolve the dispute and (4) if they fail to resolve the dispute by the
Resolution Time, then:

          (i)  In the case of a dispute involving a Delivery Amount or Return
     Amount, unless otherwise specified in Paragraph 13, the Valuation Agent
     will recalculate the Exposure and the Value as of the Recalculation Date
     by:

             (A)  utilizing any calculations of Exposure for the Transactions
        (or Swap Transactions) that the parties have agreed are not in dispute;

             (B)  calculating the Exposure for the Transactions (or Swap
        Transactions) in dispute by seeking four actual quotations at mid-market
        from Reference Market-makers for purposes of calculating Market
        Quotation, and taking the arithmetic average of those obtained; provided
        that if four quotations are not available for a particular Transaction
        (or Swap Transaction), then fewer than four quotations may be used for
        that Transaction (or Swap Transaction); and if no quotations are
        available for a particular Transaction (or Swap Transaction), then the
        Valuation Agent's original calculations will be used for that
        Transaction (or Swap Transaction); and

             (C)  utilizing the procedures specified in Paragraph 13 for
        calculating the Value, if disputed, of Posted Credit Support.

          (ii)  In the case of a dispute involving the Value of any Transfer of
     Eligible Credit Support or Posted Credit Support, the Valuation Agent will
     recalculate the Value as of the date of Transfer pursuant to Paragraph 13.

                                        38
<PAGE>   39

     Following a recalculation pursuant to this Paragraph, the Valuation Agent
will notify each party (or the other party, if the Valuation Agent is a party)
not later than the Notification Time on the Local Business Day following the
Resolution Time. The appropriate party will, upon demand following that notice
by the Valuation Agent or a resolution pursuant to (3) above and subject to
Paragraphs 4(a) and 4(b), make the appropriate Transfer.

PARAGRAPH 6.  HOLDING AND USING POSTED COLLATERAL

     (a)  CARE OF POSTED COLLATERAL.  Without limiting the Secured Party's
rights under Paragraph 6(c), the Secured Party will exercise reasonable care to
assure the safe custody of all Posted Collateral to the extent required by
applicable law, and in any event the Secured Party will be deemed to have
exercised reasonable care if it exercises at least the same degree of care as it
would exercise with respect to its own property. Except as specified in the
preceding sentence, the Secured Party will have no duty with respect to Posted
Collateral, including, without limitation, any duty to collect any
Distributions, or enforce or preserve any rights pertaining thereto.

     (b)  ELIGIBILITY TO HOLD POSTED COLLATERAL; CUSTODIANS.

          (i)  GENERAL.  Subject to the satisfaction of any conditions specified
     in Paragraph 13 for holding Posted Collateral, the Secured Party will be
     entitled to hold Posted Collateral or to appoint an agent (a "Custodian")
     to hold Posted Collateral for the Secured Party. Upon notice by the Secured
     Party to the Pledgor of the appointment of a Custodian, the Pledgor's
     obligations to make any Transfer will be discharged by making the Transfer
     to that Custodian. The holding of Posted Collateral by a Custodian will be
     deemed to be the holding of that Posted Collateral by the Secured Party for
     which the Custodian is acting.

          (ii)  FAILURE TO SATISFY CONDITIONS.  If the Secured Party or its
     Custodian fails to satisfy any conditions for holding Posted Collateral,
     then upon a demand made by the Pledgor, the Secured Party will, not later
     than five Local Business Days after the demand, Transfer or cause its
     Custodian to Transfer all Posted Collateral held by it to a Custodian that
     satisfies those conditions or to the Secured Party if it satisfies those
     conditions.

          (iii)  LIABILITY.  The Secured Party will be liable for the acts or
     omissions of its Custodian to the same extent that the Secured Party would
     be liable hereunder for its own acts or omissions.

     (c)  USE OF POSTED COLLATERAL.  Unless otherwise specified in Paragraph 13
and without limiting the rights and obligations of the parties under Paragraphs
3, 4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting Party or an
Affected Party with respect to a Specified Condition and no Early Termination
Date has occurred or been designated as the result of an Event of Default or
Specified Condition with respect to the Secured Party, then the Secured Party
will, notwithstanding Section 9-207 of the New York Uniform Commercial Code,
have the right to:

          (i)  sell, pledge, rehypothecate, assign, invest, use, commingle or
     otherwise dispose of, or otherwise use in its business any Posted
     Collateral it holds, free from any claim or right of any nature whatsoever
     of the Pledgor, including any equity or right of redemption by the Pledgor;
     and

          (ii)  register any Posted Collateral in the name of the Secured Party,
     its Custodian or a nominee for either.

     For purposes of the obligation to Transfer Eligible Credit Support or
Posted Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies
authorized under this Agreement, the Secured Party will be deemed to continue to
hold all Posted Collateral and to receive Distributions made thereon, regardless
of whether the Secured Party has exercised any rights with respect to any Posted
Collateral pursuant to (i) or (ii) above.

                                        39
<PAGE>   40

     (d)  DISTRIBUTIONS AND INTEREST AMOUNT.

          (i)  DISTRIBUTIONS.  Subject to Paragraph 4(a), if the Secured Party
     receives or is deemed to receive Distributions on a Local Business Day, it
     will Transfer to the Pledgor not later than the following Local Business
     Day any Distributions it receives or is deemed to receive to the extent
     that a Delivery Amount would not be created or increased by that Transfer,
     as calculated by the Valuation Agent (and the date of calculation will be
     deemed to be a Valuation Date for this purpose).

          (ii)  INTEREST AMOUNT.  Unless otherwise specified in Paragraph 13 and
     subject to Paragraph 4(a), in lieu of any interest, dividends or other
     amounts paid or deemed to have been paid with respect to Posted Collateral
     in the form of Cash (all of which may be retained by the Secured Party),
     the Secured Party will Transfer to the Pledgor at the times specified in
     Paragraph 13 the Interest Amount to the extent that a Delivery Amount would
     not be created or increased by that Transfer, as calculated by the
     Valuation Agent (and the date of calculation will be deemed to be a
     Valuation Date for this purpose). The Interest Amount or portion thereof
     not Transferred pursuant to this Paragraph will constitute Posted
     Collateral in the form of Cash and will be subject to the security interest
     granted under Paragraph 2.

PARAGRAPH 7.  EVENTS OF DEFAULT

     For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default
will exist with respect to a patty if:

          (i)  that patty fails (or fails to cause its Custodian) to make, when
     due, any Transfer of Eligible Collateral, Posted Collateral or the Interest
     Amount, as applicable, required to be made by it and that failure continues
     for two Local Business Days after notice of that failure is given to that
     party;

          (ii)  that party fails to comply with any restriction or prohibition
     specified in this Annex with respect to any of the rights specified in
     Paragraph 6(c) and that failure continues for five Local Business Days
     after notice of that failure is given to that party; or

          (iii)  that party fails to comply with or perform any agreement or
     obligation other than those specified in Paragraphs 7(i) and 7(ii) and that
     failure continues for 30 days after notice of that failure is given to that
     party.

PARAGRAPH 8.  CERTAIN RIGHTS AND REMEDIES

     (a)  SECURED PARTY'S RIGHTS AND REMEDIES.  If at any time (1) an Event of
Default or Specified Condition with respect to the Pledgor has occurred and is
continuing or (2) an Early Termination Date has occurred or been designated as
the result of an Event of Default or Specified Condition with respect to the
Pledgor, then, unless the Pledgor has paid in full all of its Obligations that
are then due, the Secured Party may exercise one or more of the following rights
and remedies:

          (i)  all rights and remedies available to a secured party under
     applicable law with respect to Posted Collateral held by the Secured Party;

          (ii)  any other rights and remedies available to the Secured Party
     under the terms of Other Posted Support, if any;

          (iii)  the right to Set-off any amounts payable by the Pledgor with
     respect to any Obligations against any Posted Collateral or the Cash
     equivalent of any Posted Collateral held by the Secured Party (or any
     obligation of the Secured Party to Transfer that Posted Collateral); and

          (iv)  the right to liquidate any Posted Collateral held by the Secured
     Party through one or more public or private sales or other dispositions
     with such notice, if any, as may be

                                        40
<PAGE>   41

     required under applicable law, free from any claim or right of any nature
     whatsoever of the Pledgor, including any equity or right of redemption by
     the Pledgor (with the Secured Party having the right to purchase any or all
     of the Posted Collateral to be sold) and to apply the proceeds (or the Cash
     equivalent thereof) from the liquidation of the Posted Collateral to any
     amounts payable by the Pledgor with respect to any Obligations in that
     order as the Secured Party may elect.

     Each party acknowledges and agrees that Posted Collateral in the form of
securities may decline speedily in value and is of a type customarily sold on a
recognized market, and, accordingly, the Pledgor is not entitled to prior notice
of any sale of that Posted Collateral by the Secured Party, except any notice
that is required under applicable law and cannot be waived.

     (b)  PLEDGOR'S RIGHTS AND REMEDIES.  If at any time an Early Termination
Date has occurred or been designated as the result of an Event of Default or
Specified Condition with respect to the Secured Party, then (except in the case
of an Early Termination Date relating to less than all Transactions (or Swap
Transactions) where the Secured Party has paid in full all of its obligations
that are then due under Section 6(e) of this Agreement):

          (i)  the Pledgor may exercise all rights and remedies available to a
     pledgor under applicable law with respect to Posted Collateral held by the
     Secured Party;

          (ii)  the Pledgor may exercise any other rights and remedies available
     to the Pledgor under the terms of Other Posted Support, if any;

          (iii)  the Secured Party will be obligated immediately to Transfer all
     Posted Collateral and the Interest Amount to the Pledgor; and

          (iv)  to the extent that Posted Collateral or the Interest Amount is
     not so Transferred pursuant to (iii) above, the Pledgor may:

             (A)  Set-off any amounts payable by the Pledgor with respect to any
        Obligations against any Posted Collateral or the Cash equivalent of any
        Posted Collateral held by the Secured Party (or any obligation of the
        Secured Party to Transfer that Posted Collateral); and

             (B)  to the extent that the Pledgor does not Set-off under (iv)(A)
        above, withhold payment of any remaining amounts payable by the Pledgor
        with respect to any Obligations, up to the Value of any remaining Posted
        Collateral held by the Secured Party, until that Posted Collateral is
        Transferred to the Pledgor.

     (c)  DEFICIENCIES AND EXCESS PROCEEDS.  The Secured Party will Transfer to
the Pledgor any proceeds and Posted Credit Support remaining after liquidation,
Set-off and/or application under Paragraphs 8(a) and 8(b) after satisfaction in
full of all amounts payable by the Pledgor with respect to any Obligations; the
Pledgor in all events will remain liable for any amounts remaining unpaid after
any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b).

     (d)  FINAL RETURNS.  When no amounts are or thereafter may become payable
by the Pledgor with respect to any Obligations (except for any potential
liability under Section 2(d) of this Agreement), the Secured Party will Transfer
to the Pledgor all Posted Credit Support and the Interest Amount, if any.

PARAGRAPH 9.  REPRESENTATIONS

     Each party represents to the other party (which representations will be
deemed to be repeated as of each date on which it, as the Pledgor, Transfers
Eligible Collateral) that:

          (i)  it has the power to grant a security interest in and lien on any
     Eligible Collateral it Transfers as the Pledgor and has taken all necessary
     actions to authorize the granting of that security interest and lien;
                                        41
<PAGE>   42

          (ii)  it is the sole owner of or otherwise has the right to Transfer
     all Eligible Collateral it Transfers to the Secured Party hereunder, free
     and clear of any security interest, lien, encumbrance or other restrictions
     other than the security interest and Lien granted under Paragraph 2;

          (iii)  upon the Transfer of any Eligible Collateral to the Secured
     Party under the terms of this Annex, the Secured Party will have a valid
     and perfected first priority security interest therein (assuming that any
     central clearing corporation or any third-party financial intermediary or
     other entity not within the control of the Pledgor involved in the Transfer
     of that Eligible Collateral gives the notices and takes the action required
     of it under applicable law for perfection of that interest); and

          (iv)  the performance by it of its obligations under this Annex will
     not result in the creation of any security interest, lien or other
     encumbrance on any Posted Collateral other than the security interest and
     lien granted under Paragraph 2.

PARAGRAPH 10.  EXPENSES

     (a)  GENERAL.  Except as otherwise provided in Paragraphs 10(b) and 10(c),
each party will pay its own costs and expenses in connection with performing its
obligations under this Annex and neither party will be liable for any costs and
expenses incurred by the other party in connection herewith.

     (b)  POSTED CREDIT SUPPORT.  The Pledgor will promptly pay when due all
taxes, assessments or charges of any nature that are imposed with respect to
Posted Credit Support held by the Secured Party upon becoming aware of the same,
regardless of whether any portion of that Posted Credit Support is subsequently
disposed of under Paragraph 6(c), except for those taxes, assessments and
charges that result from the exercise of the Secured Party's rights under
Paragraph 6(c).

     (c)  GIQUIDATIONLAPPLICATION OF POSTED CREDIT SUPPORT ALL reasonable costs
and expenses incurred by or on behalf of the Secured Party or the Pledgor in
connection with the liquidation and/or application of any Posted Credit Support
under Paragraph 8 will be payable, on demand and pursuant to the Expenses
Section of this Agreement, by the Defaulting Party or, if there is no Defaulting
Party, equally by the patties.

PARAGRAPH 11.  MISCELLANEOUS

     (a)  DEFAULT INTEREST.  A Secured Party that fails to make, when due, any
Transfer of Posted Collateral or the Interest Amount will be obligated to pay
the Pledgor (to the extent permitted under applicable law) an amount equal to
interest at the Default Rate multiplied by the Value of the items of property
that were required to be Transferred, from (and including) the date that Posted
Collateral or Interest Amount was required to be Transferred to (but excluding)
the date of Transfer of that Posted Collateral or Interest Amount. This interest
will be calculated on the basis of daily compounding and the actual number of
days elapsed.

     (b)  FURTHER ASSURANCES.  Promptly following a demand made by a party, the
other party will execute, deliver, file and record any financing statement,
specific assignment or other document and take any other action that may be
necessary or desirable and reasonably requested by that party to create,
preserve, perfect or validate any security interest or lien granted under
Paragraph 2, to enable that party to exercise or enforce its rights under this
Annex with respect to Posted Credit Support or an Interest Amount or to effect
or document a release of a security interest on Posted Collateral or an Interest
Amount.

     (c)  FURTHER PROTECTION.  The Pledgor will promptly give notice to the
Secured Party of, and defend against, any suit, action, proceeding or lien that
involves Posted Credit Support Transferred by the Pledgor or that could
adversely affect the security interest and lien granted by it under

                                        42
<PAGE>   43

Paragraph 2, unless that suit, action, proceeding or lien results from the
exercise of the Secured Party's rights under Paragraph 6(c).

     (d)  GOOD FAITH AND COMMERCIALLY REASONABLE MANNER.  Performance of all
obligations under this Annex, including, but not limited to, all calculations,
valuations and determinations made by either party, will be made in good faith
and in a commercially reasonable manner.

     (e)  DEMANDS AND NOTICES.  All demands and notices made by a party under
this Annex will, be made as specified in the Notices Section of this Agreement,
except as otherwise provided in Paragraph 13.

     (f)  SPECIFICATIONS OF CERTAIN MATTERS.  Anything referred to in this Annex
as being specified in Paragraph 13 also may be specified in one or more
Confirmations or other documents and this Annex will be construed accordingly.

PARAGRAPH 12.  DEFINITIONS

     As used in this Annex:

     "CASH" means the lawful currency of the United States of America.

     "CREDIT SUPPORT AMOUNT" has the meaning specified in Paragraph 3.

     "CUSTODIAN" has the meaning specified in Paragraphs 6(b)(i) and 13.

     "DELIVERY AMOUNT" has the meaning specified in Paragraph 3(a).

     "DISPUTING PARTY" has the meaning specified in Paragraph 5.

     "DISTRIBUTIONS" means with respect to Posted Collateral other than Cash,
all principal, interest and other payments and distributions of cash or other
property with respect thereto, regardless of whether the Secured Patty has
disposed of that Posted Collateral under Paragraph 6(c). Distributions WILL not
include any item of property acquired by the Secured Party upon any disposition
or liquidation of Posted Collateral or, with respect to any Posted Collateral in
the form of Cash, any distributions on that collateral, unless otherwise
specified herein.

     "ELIGIBLE COLLATERAL" means, with respect to a party, the items, if any,
specified as such for that party in Paragraph 13.

     "ELIGIBLE CREDIT SUPPORT" means Eligible Collateral and Other Eligible
Support.

     "EXPOSURE" means for any Valuation Date or other date for which Exposure is
calculated and subject to Paragraph 5 in the case of a dispute, the amount, if
any, that would be payable to a party that is the Secured Party by the other
party (expressed as a positive number) or by a party that is the Secured Party
to the other party (expressed as a negative number) pursuant to Section
6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions)
were being terminated as of the relevant Valuation Time; provided that Market
Quotation will be determined by the Valuation Agent using its estimates at
raid-market of the amounts that would be paid for Replacement Transactions (as
that term is defined in the definition of "Market Quotation").

     "INDEPENDENT AMOUNT" means, with respect to a party, the amount specified
as such for that party in Paragraph 13; if no amount is specified, zero.

     "INTEREST AMOUNT" means, with respect to an Interest Period, the aggregate
sum of the amounts of interest calculated for each day in that Interest Period
on the principal amount of Posted

                                        43
<PAGE>   44

Collateral in the form of Cash held by the Secured Party on that day, determined
by the Secured Party for each such day as follows:

          (x)  the amount of that Cash on that day; multiplied by

          (y)  the Interest Rate in effect for that day; divided by

          (z)  360.

     "INTEREST PERIOD" means the period from (and including) the last Local
Business Day on which an Interest Amount was Transferred (or, if no Interest
Amount has yet been Transferred, the Local Business Day on which Posted
Collateral in the form of Cash was Transferred to or received by the Secured
Party) to (but excluding) the Local Business Day on which the current Interest
Amount is to be Transferred.

     "INTEREST RATE" means the rate specified in Paragraph 13.

     "LOCAL BUSINESS DAY", unless otherwise specified in Paragraph 13, has the
meaning specified in the Definitions Section of this Agreement, except that
references to a payment in clause (b) thereof will be deemed to include a
Transfer under this Annex.

     "MINIMUM TRANSFER AMOUNT" means, with respect to a party, the amount
specified as such for that patty in Paragraph 13; if no amount is specified,
zero.

     "NOTIFICATION TIME" has the meaning specified in Paragraph 13.

     "OBLIGATIONS" means, with respect to a party, all present and future
obligations of that party under this Agreement and any additional obligations
specified for that party in Paragraph 13.

     "OTHER ELIGIBLE SUPPORT" means. with respect to a party, the items, if any,
specified as such for that party in Paragraph 13.

     "OTHER POSTED SUPPORT" means all Other Eligible Support Transferred to the
Secured Party that remains in effect for the benefit of that Secured Party.

     "PLEDGOR" means either party, when that patty (i) receives a demand for or
is required to Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has
Transferred Eligible Credit Support under Paragraph 3(a).

     "POSTED COLLATERAL" means all Eligible Collateral, other property,
Distributions, and all proceeds thereof that have been Transferred to or
received by the Secured Party under this Annex and not Transferred to the
Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the
Secured Party under Paragraph 8. Any Interest Amount or portion thereof not
Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in
the form of Cash.

     "POSTED CREDIT SUPPORT" means Posted Collateral and Other Posted Support.

     "RECALCULATION DATE" means the Valuation Date that gives rise to the
dispute under Paragraph S; provided, however, that if a subsequent Valuation
Date occurs under Paragraph 3 prior to the resolution of the dispute, then the
"Recalculation Date" means the most recent Valuation Date under Paragraph 3.

     "RESOLUTION TIME" has the meaning specified in Paragraph 13.

     "RETURN AMOUNT" has the meaning specified in Paragraph 3(b).

     "SECURED PARTY" means either party, when that party (i) makes a demand for
or is entitled Lo receive Eligible Credit Support under Paragraph 3(a) or (ii)
holds or is deemed to hold Posted Credit Support.

     "SPECIFIED CONDITION" means, with respect to a party, any event specified
as such for that party in Paragraph 13.

                                        44
<PAGE>   45

     "SUBSTITUTE CREDIT SUPPORT" has the meaning specified in Paragraph 4(d)(i).

     "SUBSTITUTION DATE" has the meaning specified in Paragraph 4(d)(ii).

     "THRESHOLD" means, with respect to a party, the amount specified as such
for that party in Paragraph 13; if no amount is specified, zero.

     "TRANSFER" means, with respect to any Eligible Credit Support, Posted
Credit Support or Interest Amount, and in accordance with the instructions of
the Secured Party, Pledgor or Custodian, as applicable:

          (i)  in the case of Cash, payment or delivery by wire transfer into
     one or more bank accounts specified by the recipient; .

          (ii)  in the case of certificated securities that cannot be paid or
     delivered by book-entry, payment or delivery in appropriate physical form
     to the recipient or its account accompanied by any duly executed
     instruments of transfer, assignments in blank, transfer tax stamps and any
     other documents necessary to constitute a legally valid transfer to the
     recipient;

          (iii)  in the case of securities that can be paid or delivered by
     book-entry, the giving of written instructions to the relevant depository
     institution or other entity specified by the recipient, together with a
     written copy thereof to the recipient, sufficient if complied with to
     result in a legally effective transfer of the relevant interest to the
     recipient; and

          (iv)  in the case of Other Eligible Support or Other Posted Support,
     as specified in Paragraph 13.

     "VALUATION AGENT" has the meaning specified in Paragraph 13.

     "VALUATION DATE" means each date specified in or otherwise determined
pursuant to Paragraph 13.

     "VALUATION PERCENTAGE" means, for any item of Eligible Collateral, the
percentage specified in Paragraph 13.

     "VALUATION TIME" has the meaning specified in Paragraph 13.

     "VALUE" means for any Valuation Date or other date for which Value is
calculated and subject to Paragraph S in the case of a dispute, with respect to:

          (i)  Eligible Collateral or Posted Collateral that is:

             (A)  Cash, the amount thereof; and

             (B)  a security, the bid price obtained by the Valuation Agent
        multiplied by the applicable Valuation Percentage, if any;

          (ii)  Posted Collateral that consists of items that are not specified
     as Eligible Collateral, zero; and

          (iii)  Other Eligible Support and Other Posted Support, as specified
     in Paragraph 13.

PARAGRAPH 13.  ELECTIONS AND VARIABLES

     (a)  Security Interest for "Obligations".  The term "Obligations" as used
in this Annex does not include any additional obligations with respect to Party
A or Party B.

     (b)  Credit Support Obligations.

          (i)  Delivery Amount, Return Amount and Credit Support Amount.

                                        45
<PAGE>   46

             (A)  "Delivery Amount" has the meaning specified in Paragraph 3(a).
        In addition, Party B shall deliver to Party A an initial deposit of $
        N/A, prior to execution of the first Transaction hereunder.

             (B)  "Return Amount" has the meaning specified in Paragraph 3(b).

             (C)  "Credit Support Amount" with respect to Party A, as Pledgor,
        shall be inapplicable and, with respect to Party B, as Pledgor, has the
        meaning specified in Paragraph 3. For purposes of certainty, Party A
        will not be a Pledgor under this Agreement and will not be obligated to
        deliver any Posted Credit Support under this Annex.

          (ii)  Eligible Collateral.  The following items will qualify as
     "Eligible Collateral":

<TABLE>
<CAPTION>
--------------------------------------------------------------------------
                                                          VALUATION
                                                          PERCENTAGE
--------------------------------------------------------------------------
<S>      <C>                                        <C>
(A)      USD cash                                            100%
--------------------------------------------------------------------------
(B)      negotiable debt obligations issued by the
         U.S. Treasury Department having a
         remaining life of not more than one year             98%(I,I)
--------------------------------------------------------------------------
(C)      negotiable debt obligations issued by the
         U.S. Treasury Department having a
         remaining life of more than one year but
         not more than 10 years                               95%
--------------------------------------------------------------------------
(D)      negotiable debt obligations issued by the
         U.S. Treasury Department having a
         remaining life of more than 10 years                 90%
--------------------------------------------------------------------------
--------------------------------------------------------------------------
--------------------------------------------------------------------------
--------------------------------------------------------------------------
</TABLE>

          (iii)  Other Eligible Support.  The following items will qualify as
     "Other Eligible Support": As determined from time to time in the sole
     discretion of the Secured Party.

          (iv)  Thresholds.

             (A) "Independent Amount" means, at any time, with respect to Party
        A: Not applicable.

             "Independent Amount" means, at any time with respect to Party B:
        (I) 2'% of the "Net Open Position", converted to U.S. dollars, plus, (2)
        the sum of any Independent Amounts specified as applicable to Party Bin
        the Confirmations for Transactions outstanding at such tune. "Net Open
        Position" means, at any time, the aggregate Notional Amount of all
        outstanding Transactions, minus the aggregate Notional Amount of all
        outstanding Transactions for which there is a matching Transaction by
        maturity date and underlying Currencies in the opposite buy/sell
        direction.

             (B)  "Threshold" for Party A means: Not applicable.

             "Threshold" for Party B means: zero.

             (C)  "Minimum Transfer Amount" means with respect to Party A and
        Party B: 10,000.

             (D)  Rounding.  The Delivery Amount will, if a positive number but
        not an integral multiple of USD 1,000, be rounded up to the nearest
        integral multiple of USD 1,000, and the Return Amount, if a positive
        number but not an integral multiple of USD 1,000, will be rounded down
        to the nearest integral multiple of USD 1,000 or to zero, if the Return
        Amount is less than USD 1,000.

                                        46
<PAGE>   47

     (c)  Valuation and Timing.

          (i)  "Valuation Agent" means Party A.

          (ii)  "Valuation Date" means each Local Business Day.

          (iii)  "Valuation Time" means any time and from time to time during
     the Valuation Date or date of calculation, as applicable, provided that the
     calculation of Value and Exposure will be made as of approximately the same
     time on the same date.

          (iv)  "Notification Time" means 11:00 a.m. New York time on a Local
     Business Day.

          (v)  Paragraph 4(b) is hereby amended in its entirety to read as
     follows:

          "Transfer Timing".  Subject to Paragraphs 4(a) and 5 and unless
     otherwise specified, if a demand for the Transfer of Eligible Credit
     Support or Posted Credit Support is made by the Notification Time, then the
     relevant Transfer will be made no later than 5:00 p.m. New York time on
     that Local Business Day. If a demand is made after the Notification Time,
     then the relevant Transfer will be made no later than 9:00 New York time on
     the next Local Business Day thereafter."

     (d)  Conditions Precedent and Secured Party's Rights and Remedies.  The
following Termination Event(s) will be a "Specified Condition" for the Pledgor
(that party being the Affected Party if the Termination Event occurs with
respect to that party):

<TABLE>
<CAPTION>
------------------------------------------------------------------------
         TERMINATION EVENT               PARTY A           PARTY B
------------------------------------------------------------------------
<S>                                  <C>               <C>
Illegality                           No                      Yes
------------------------------------------------------------------------
Tax Event                            No                       No
------------------------------------------------------------------------
Tax Event Upon Merger                No                       No
------------------------------------------------------------------------
Credit Event Upon Merger             Yes                     Yes
------------------------------------------------------------------------
Additional Termination Event         No                      Yes
------------------------------------------------------------------------
</TABLE>

     (e)  Substitution.

          (i)  "Substitution Date" has the meaning specified in Paragraph
     4(d)(ii).

          (ii)  Consent. If specified here as applicable, then Pledgor must
     obtain the Secured Party's consent for any substitution pursuant to
     Paragraph 4(d): Not applicable to Party A or Party B.

     (f)  Dispute Resolution.

          (i)  "Resolution Time" means 2:00 p.m., New York time, on the
     Valuation Date on which the notice of the dispute is given pursuant to
     Paragraph 13(f)(iii) below.

          (ii)  Value.  For the purpose of Paragraphs 5(i)(C) and 5(ii), in the
     event of a dispute involving the Value of any Posted Credit Support and/or
     Transfer of Eligible Credit Support or Posted Credit Support, Value shall
     be calculated as provided in Paragraph 5; provide however that the
     references in Paragraph 5(i)(B) to four mid-market quotations shall be
     deemed to be replaced (for purposes of this subparagraph (ii) only) with
     references to three bid quotations.

          (iii)  Alternative.  The provisions of Paragraph 5 will apply.

     (g)  Holding and Using Posted Collateral.

                                        47
<PAGE>   48

          (i)  Eligibility to Hold Posted Collateral; Custodians.  The Secured
     Party and its Custodian will be entitled to hold Posted Collateral pursuant
     to Paragraph 6(b); provided that the following conditions applicable to it
     are satisfied:

             (A)  The Secured Party is not a Defaulting Party or an Affected
        Party in connection with a Specified Condition, and neither a Specified
        Condition nor an Event of Default with respect to the Secured Party has
        led to the occurrence or effective designation of an Early Termination
        Date.

             (B)  Posted Collateral may be held only in the following
        jurisdictions: New York and Illinois.

             (C)  Any Custodian for the Secured Party must (i) be appointed
        pursuant to a written custodial agreement between the Secured Party and
        the Custodian, (ii) be a trust company or commercial bank with trust
        powers, (iii) have a combined capital and surplus of at least USD
        500,000,000 and (iv) have unsecured, unguaranteed general short-term
        obligations rated at least "P-I" by Moody's Investor Service, Inc., or
        "A-I" by Standard and Poor's Rating Group, a division of the McGraw-Hill
        Campames, Inc.

     Initially, the CUSTODIAN FOR PARTY A IS: LaSalle Bank N.A.

     Initially, the Custodian for Party B is: Not Applicable.

          (ii)  Use of Posted Collateral.  The provisions of Paragraph 6(c) are
     applicable; provided, however, that Paragraph 6(c) shall not apply to the
     extent Posted Collateral consists of Other Eligible Support or Treasury
     Securities. With respect to Treasury Securities, the Secured Party shall
     not have the right to sell, pledge, rehypothecate, assign, invest, use,
     commingle, or otherwise dispose of, or otherwise use in its business
     (except as contemplated by this Agreement) any Posted Collateral, and the
     Secured Party shall at all times hold all such Posted Collateral in a
     separate account in the name of, or identified as for the benefit of, the
     Pledgor.

     (h)  Distribution of Interest Amount.

          (i)  Interest Rate.  The "Interest Rate" will be the federal funds
     overnight rate as determined by Party A.

          (ii)  Alternative to Interest Amount.  The provisions of Paragraph
     6(d)(ii) will not apply.

     (i)  Additional Representation(s).

          Party B represents to Party A (which representation(s) will be deemed
     to be repeated as of each date on which Party B, as the Pled-or Transfers
     Eligible Credit Support) that

          "The Investment Advisor has the authority to cause Party B, as the
     Pledgor, to Transfer Eligible Credit Support to the Secured Party."

     (j)  Other Eligible Support and Other Posted Support.

          (i)  "Value" with respect to Other Eligible Support and Other Posted
     Support means: Not Applicable.

          (ii)  "Transfer" with respect to Other Eligible Support and Other
     Posted Support means: Not Applicable.

     (k)  Demands and Notices.

          All demands, specifications and notices under this Annex will be made
     pursuant to the Notices Section of this Agreement, unless otherwise
     specified here:

          Party A:  As specified in Part 4 of the Schedule to the Master
     Agreement

          Party B:  As specified in Part 4 of the Schedule to the Master
     Agreement

                                        48
<PAGE>   49

     (I)  Addresses for Transfers.

          Party A:  Securities:

                    LaSalle Chgo/CTR/BNF/AC2090067/RFB/[Your acct.no. here]

                    Payments:

                    ABN AMRO NY
                    ABA 026009580
                    A/C 513082604900

          Party B:  Mercantile Safe Deposit & Trust Company
                ABA No.:  0520-00618
                Account No.:  640-001-9 (Campbell Strategic Allocation Fund,
                              L.P.)
                             639-398-5 (Campbell Financial Futures Fund, L.P.)
                             622-476-8 (Institutional Futures Fund, L.P.)
                             603-459-4 (Campbell Fund Trust)
                             648-205-8 (Campbell Global Assets Fund Limited)

                    Reference:

     (m)  Other Provisions.

          (i)  Non-Reliance.  The Pledgor acknowledges that it has the means to
     monitor all material relating to all valuations, payments, defaults and
     rights without need to rely on the Secured Party, and that, given the
     provisions of this Annex on substitution, responsibility for the
     preservation of the rights of the Pledgor with respect to all such matters
     is reasonably allocated to the Pledgor.

          (ii)  Transfer.  Without limiting the generality of the definition of
     "Transfer" in Paragraph 12, any Transfer to a party to this Agreement of an
     interest in securities required to be effected under this Annex will be
     deemed to be effective only if such Transfer constitutes a "transfer" of
     such interest to such party within the meaning of the New York Uniform
     Commercial Code.

          (iii)  Negative Pledge.  Each party, as Pledgor, agrees that it will
     not (i) create, incur or suffer to exist any security interest, lien,
     encumbrance or other restriction upon any Posted Collateral Transferred to
     the Secured Party hereunder, except for the security interest, lien and
     right of set-off in favor of the Secured Party granted by the Pledgor under
     Paragraph 2 or by reason of the Secured Party's exercise of its rights
     under Paragraph 6(c), or (ii) file or suffer to be on file any financing
     statement or like instrument with respect to the Posted Collateral
     Transferred by the Pledgor in which the Secured Party is not named as the
     sole secured party.

          (iv)  Taxes in Connection with Interest Amounts.  Notwithstanding
     anything to the contrary in this Agreement, neither party makes any Payer
     Tax Representation referred to in Section 3(e) of this Agreement with
     respect to any Interest Amount it is required to Transfer under this Annex,
     and neither party will be entitled to designate an Early Termination Date
     by reason of any Tax Event resulting from such party's obligation to pay
     additional amounts in respect of Indemnifiable Taxes imposed with respect
     to any Interest Amount it is required to Transfer under this Annex.

          (v)  Settlement of Transactions.  At the sole discretion of Party A,
     Transactions shall not be settled in Cash but shall be settled by an
     increase or decrease in the Credit Support Balance held as Cash.

          (vi)  Change in Initial Margin, Threshold Amount.  Party A may change
     Party B's Independent Amounts at any time and such change shall be
     effective on the third Business Day after Party A has NOTIFIED Party B of
     such change. However, in the event of adverse market
                                        49
<PAGE>   50

     conditions (as determined by Party A), such changes shall be effective
     immediately. Any such change shall apply to any outstanding or subsequent
     Transaction entered into by the Parties.

          (vii)  Events of Default.  Paragraph 7 is amended to replace
     subparagraph (i) to read as follows: "(i) that party fails to make, when
     due, any Transfer of Eligible Collateral;"

          (viii)  Agreement as to Single Secured Party and Pledgor. Party A and
     Party B agree that, notwithstanding anything to the contrary in the recital
     to this Annex, Paragraph 1(b) or Paragraph 2 or the definitions in
     Paragraph 12, (a) the term "Secured Party" as used in this Annex means only
     Party A, (b) the term "Pledgor" as used in this Annex means only Party B,
     (c) only Party B makes the pledge and grant in Paragraph 2, the
     acknowledgement in the final sentence of Paragraph 8(a) and the
     representations in Paragraph 9, and (d) only Party B will be required to
     provide Eligible Credit Support hereunder.

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

<TABLE>
<S>                                                          <C>
ABN AMRO BANK N.V.                                           CAMPBELL & COMPANY, INC.
                                                             As Trading Advisor for Party B

          By: /s/ ANITA MIRANDA                                       By: /s/ THERESA D. BECKS
------------------------------------------                   ------------------------------------------
           Name: Anita Miranda                                         Name: Theresa D. Becks
         Title: Treasury Officer                                   Title: Chief Financial Officer

          By: /s/ SYLVIE TRUDEL
------------------------------------------
           Name: Sylvie Trudel
     Title: Assistant Vice President
</TABLE>

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