<PAGE>





                                    SCHEDULE
                                     to the
                                MASTER AGREEMENT

                         dated as of ____________, _____

                                     between

        AIG Financial Products Corp.       ("Party A")

        and

        Perpetual Trustees Consolidated Limited (ABN 81 004 029 841) in its
        capacity as trustee of the Crusade Global Trust No. 1 of 2003 ("Party
        B")

        and

        Crusade Management Limited (ABN 90 072 715 916)          ("Manager")



                                    PART 1

               TERMINATION PROVISIONS AND CERTAIN OTHER MATTERS


(1)     "SPECIFIED ENTITY" is not applicable in relation to Party A and Party B.

(2)     "SPECIFIED TRANSACTION" will have the meaning specified in Section 14.

(3)     (i)    Sections 5(a)(ii), (iv), (v), (vi), 5(b)(iii) and (iv) will not
               apply to Party A or Party B. Section 5(a)(iii) will apply only
               to Party A and will not apply to Party B.

        (ii)   Replace Section 5(a)(i) with:

               "(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 at or
                        before 10.00 am on the tenth Local Business Day after
                        the due date;"

        (iii)  Section 5(b)(ii) will not apply to Party A as the Affected Party
               (subject to Part 5(14)(iii) of this Schedule).


(4)     The "BANKRUPTCY" provisions of Section 5(a)(vii) are replaced by "An
        Insolvency Event under the Security Trust Deed has occurred in respect
        of Party A or Party B (the party the subject of the Insolvency Event
        will be the Defaulting Party); or ". In relation to Party A, the events
        described in the definition of Insolvency Event (under the Security
        Trust Deed) shall apply to it as if Party A was a relevant corporation
        referred to in that definition. The occurrence of an Insolvency Event
        under the Security Trust Deed in respect of Party B in its personal
        capacity will not constitute an Event of Default provided that within
        thirty Local Business Days of that occurrence, Party A, Party B and the
        Manager are able to procure the novation of this Agreement and all
        Transactions to a third party in respect of which the Designated Rating
        Agencies confirm that the novation will not cause a reduction or
        withdrawal of the rating of the Notes, and Party A and Party B agree to
        execute such a novation agreement in standard ISDA form.

                                                                        Page 1

<PAGE>


(5)      The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a):

         will not apply to Party A.
         will not apply to Party B.

(6)      PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this
         Agreement:

         (i)    Market Quotation (as amended by Part 5(24)(b)) will apply; and

         (ii)   the Second Method will apply.

(7)      "TERMINATION CURRENCY" means the currency selected by the party which
         is not the Defaulting Party or the Affected Party, as the case may be,
         or where there is more than one Affected Party the currency agreed by
         Party A and Party B. However, the Termination Currency shall be one of
         the currencies in which payments are required to be made in respect of
         Transactions. If the currency selected is not freely available, or
         where there are two Affected Parties and they cannot agree on a
         Termination Currency, the Termination Currency shall be United States
         Dollars.


(8)      "ADDITIONAL TERMINATION EVENT" means:

         (i)    An Event of Default (as defined in the Security Trust Deed)
                occurs and the Security Trustee has declared, in accordance with
                the Security Trust Deed, the Notes immediately due and payable
                (and Party B is the Affected Party);

         (ii)   Party B becomes obliged to make a withholding or deduction in
                respect of any Notes and the Notes are redeemed as a result (and
                Party B is the Affected Party). Notwithstanding Section 6(b)(iv)
                of the Agreement, as a result thereof, Party B must, at the
                direction of the Manager, give a notice designating an Early
                Termination Date in respect of this Agreement and all
                Transactions;

         (iii)  An event set out in Section 18 (d)(i) and 18(d)(ii).



                                                                          Page 2

<PAGE>



                                     PART 2
                               TAX REPRESENTATIONS

(1)      PAYER TAX REPRESENTATIONS

         For the purpose of Section 3(e) of the Agreement, Party A and Party B
         will make the following representations:

         It is not required by any applicable law, as modified by the practice
         of any relevant governmental revenue authority, of any Relevant
         Jurisdiction to make any deduction or withholding for or on account of
         any Tax from any payment (other than interest under Section 2(e),
         6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party
         under this Agreement. In making this representation, it may rely on:

         (i)    the accuracy of any representations made by the other party
                pursuant to Section 3(f) of this Agreement;

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

         (iii)  the satisfaction of the agreement of the other party contained
                in Section 4(d) of this Agreement,

         provided that it shall not be a breach of this representation where
         reliance is placed on clause (ii) and the other party does not deliver
         a form or document under Section 4(a)(iii) of the Agreement by reason
         of material prejudice to its legal or commercial position.



(2)      PAYEE TAX REPRESENTATIONS

         For the purpose of Section 3(f) of this Agreement:

         Party A makes the following representation:

         None

         Party B makes the following representation:

         Crusade Global Trust No. 1 of 2003 is a foreign person and is not a
         U.S. branch of a foreign person. For purposes of this representation,
         "foreign person" shall mean any person that is not a "U.S. Person"
         within the meaning of Section 7701(a)(30) of the Internal Revenue Code
         of 1986, as amended.




                                                                          Page 3

<PAGE>


                                     PART 3

                         AGREEMENT TO DELIVER DOCUMENTS

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

                (a)

<TABLE>
<CAPTION>
PARTY REQUIRED TO
DELIVER DOCUMENT                FORM/DOCUMENT/CERTIFICATE              DATE BY WHICH TO BE        COVERED BY SECTION
                                                                            DELIVERED           3(d) REPRESENTATION
<S>                        <C>                                     <C>                          <C>
        Manager            Legal opinions as to the validity and   Upon execution and                     No
                           enforceability of the obligations of    delivery of this Agreement
                           Party B and the Manager under this
                           Agreement, the Trust Deed, the
                           Security Trust Deed and the Notes in
                           form and substance and issued by
                           legal counsel reasonably acceptable
                           to Party A

  Party A and Party B      Certified copies of all corporate       Upon execution and                     Yes
                           authorisations (to be certified by an   delivery of this Agreement
                           Authorised Officer of the relevant
                           party) and any other documents with
                           respect to the execution, delivery
                           and performance of this Agreement

  Party A and Party B      Certificate of authority and specimen   Upon execution and                     Yes
                           signatures of individuals executing     delivery of this Agreement
                           this Agreement and Confirmations        and thereafter upon
                                                                   request of the other party

        Manager            Two complete and accurate United        Upon execution and                     Yes
                           States Internal Revenue Service Form    delivery of this Agreement.
                           W-8BEN (or any applicable successor
                           forms), in a manner reasonably
                           satisfactory to Party A

        Party A            Guarantee from American International   At execution hereof                    No
                           Group, Inc. (the "Guarantor")





                                                                          Page 4


<PAGE>


        Party A            Guarantor's Annual Financial            On demand in respect of                No
                           Statements                              those which became publicly
                                                                   available prior to execution
                                                                   of this Agreement and in
                                                                   respect of those which are
                                                                   not publicly available at
                                                                   execution hereof on demand
                                                                   after becoming publicly
                                                                   available after the end of
                                                                   the Guarantor's relevant
                                                                   financial year

        Party A            Incumbency certificate in respect       At execution hereof                    No
                           of the Guarantor
</TABLE>



"ANNUAL FINANCIAL STATEMENTS" means, in respect of the Guarantor, a copy of the
annual report of the Guarantor containing audited financial statements
(consolidated, if any such statements are produced) for the most recently
completed financial year at the time such accounts are delivered certified by or
reported upon by the Guarantor's independent certified public accountants,
auditors or other appropriately qualified person and prepared in accordance with
accounting principles that are generally accepted in the country in which the
party is organized together in any case with any interim financial statements
(audited or unaudited) which are generally available when such annual report is
delivered.






                                                                          Page 5



<PAGE>


                                     PART 4

                                  MISCELLANEOUS


(1)      ADDRESS FOR NOTICES. For the purpose of Section 12(a) of this
         Agreement:

         (a)      Address for notice or communications to Party A:

                  Any notice relating to a particular Transaction shall be
                  delivered to the address or facsimile or telex number
                  specified in the Confirmation of such Transaction. Any notice
                  delivered for purposes of Sections 5 and 6 of this Agreement
                  shall be delivered to the following address:

                  Address for notice or communications to Party A:

                  AIG Financial Products Corp.
                  50 Danbury Road
                  Wilton, Connecticut 06897-4444
                  USA
                  Facsimile: (1-203) 222 4780
                  Telephone: (1-203) 222 4700
                  Attention: Chief Financial Officer (with a copy to General
                             Counsel)

                  Address for notice or communications to Party B:

                  Level 7, 9 Castlereagh Street, Sydney NSW 2000 Australia
                  Attention: Manager, Securitisation
                  Telephone: (612) 9229 9000
                  Facsimile: (612) 9221 7870
                  Telex:     N/A


                  Address for Notices to the Manager:

                  Level 12, 55 Market Street, Sydney NSW 2000 Australia
                  Attention: Middle Office Compliance Manager
                  Telephone: (612) 9320 5526
                  Facsimile: (612) 9320 5589
                  Telex:     N/A

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

         Party A appoints as its Process Agent:

         Secretary of State, State of New York
         Office of the Department of State
         41 State Street
         Albany, NY 12231

         Party B appoints as its Process Agent:

         CT Corporation
         111 Eighth Avenue
         New York, NY 10011


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


                                                                          Page 6

<PAGE>

(4)      MULTIBRANCH PARTY. For the purpose of Section 10 of this Agreement:

         Party A is not a Multibranch Party.

         Party B is not a Multibranch Party

(5)      CALCULATION AGENT. The Calculation Agent is Party A, unless otherwise
         specified in a Confirmation in relation to the relevant Transaction.

(6)      CREDIT SUPPORT DOCUMENTS.

         (i)      In relation to Party A: The Guarantee of American
                  International Group, Inc. substantially in the form of
                  Appendix A hereto, to be delivered by Party A to Party B at
                  execution of this Agreement.

         (ii)     In relation to Party B: Security Trust Deed

(7)      CREDIT SUPPORT PROVIDER.

         In relation to Party A: American International Group, Inc.

(8)      GOVERNING LAW: This Agreement and each Confirmation will be governed
         by, and construed and enforced in accordance with, the law of the State
         of New York (without reference to its choice of law doctrine) and each
         party hereby submits to the jurisdiction of the courts of the State of
         New York.

(9)      NETTING OF PAYMENTS. Section 2(c)(ii) of this Agreement will apply.

(10)     "AFFILIATE" will have the meaning specified in Section 14 of this
         Agreement.

(11)     All payments to be made to Party B under this Agreement by Party A must
         be made to the US$Account. Any payment so made will, to the extent of
         that payment, satisfy the relevant party's obligation to Party B in
         respect of that payment.

                                                                          Page 7

<PAGE>



                                     PART 5

                                OTHER PROVISIONS



(1)      In Section 2(a)(i) add the following sentence:

                  "Each payment will be by way of exchange for the corresponding
                  payment or payments payable by the other party."

(2)      In Section 2(a)(ii), after "freely transferable funds" add the words
         and "free of any set-off, counterclaim, deduction or withholding
         (except as expressly provided in this Agreement).

(3)      Insert new Sections 2(a)(iv) and 2(a)(v) as follows:

         (a)      The condition precedent in Section 2(a)(iii)(1) does not apply
                  to a payment or delivery due to be made to a party if it has
                  satisfied all its payment and delivery obligations under
                  Section 2(a)(i) of this Agreement and has no future payment or
                  delivery obligations, whether absolute or contingent under
                  Section 2(a)(i).

         (b)      Where:

                  (i)      payments are due pursuant to Section 2(a)(i) by Party
                           A to Party B (the "PARTY A PAYMENT") and by Party B
                           to Party A (the "PARTY B PAYMENT") on the same day;
                           and

                  (ii)     the Security Trust Deed has become, and remains at
                           that time, enforceable.

                  then Party A's obligation to make the Party A Payment to Party
                  B shall be subject to the condition precedent (which shall be
                  an "applicable condition precedent" for the purpose of Section
                  2(a)(iii)(3)) that Party A first receives either:

                  (iii)    the Party B Payment; or

                  (iv)     confirmation from Party B's bank that it holds
                           irrevocable instructions to effect payment of the
                           Party B Payment and that cleared funds are available
                           to make that payment."

(4)      Section 2(b) of this Agreement is hereby amended by the addition of the
         following at the end thereof:-

         "; provided that, following a change occurring, if any new account of
         one party is not in the same jurisdiction as the original account, the
         other party shall not be obliged to pay any greater amount and shall
         not receive any lesser amount as a result of such change than would
         have been the case if such change had not taken place."


(5)      The third line of Section 2(d)(i) of this Agreement is amended by
         inserting before the phrase "of any relevant governmental revenue
         authority" the words ", application or official interpretation" and
         inserting the words "(either generally or with respect to a party to
         this Agreement)" after that phrase.

(6)      Delete the word "if" at the beginning of Section 2(d)(i)(4) and insert
         the following words instead:

                  "if and only if X is Party A and";

(7)      In Section 2(d)(ii) insert the words "(if and only if Y is Party A)"
         after the word "then" at the beginning of the last paragraph. Party B
         will have no obligation to pay any amount to Party A under Section
         2(d)(ii), and may make any payment under or in connection with this
         Agreement net of any deduction or withholding referred to in Section
         2(d)(i).
                                                                          Page 8

<PAGE>


(8)      WAIVER OF JURY TRIAL. Each party waives, to the fullest extent
         permitted by applicable law, any right it may have to a trial by jury
         in respect of any suit, action or proceeding relating to this Agreement
         or any Credit Support Document. Each party (i) certifies that no
         representative, agent or attorney of the other party or any Credit
         Support Provider has represented, expressly or otherwise, that such
         other party would not, in the event of such a suit, action or
         proceeding, seek to enforce the foregoing waiver and (ii) acknowledges
         that it and the other party have been induced to enter into this
         Agreement and provide for any Credit Support Document, as applicable,
         by, among other things, the mutual waivers and certifications in this
         Section.

(9)      TELEPHONIC RECORDING. Each party (i) consents to the recording of the
         telephone conversations of trading, marketing and operations personnel
         of the parties and their Affiliates in connection with this Agreement
         or any potential Transaction and (ii) agrees to obtain any necessary
         consent of, and give notice of such recording to, such personnel of it
         and its Affiliates.

(10)     FURTHER REPRESENTATIONS. Party B represents to Party A (which
         representations will be deemed to be repeated by Party B on each date
         on which a Transaction is entered into) that:

         (a)      TRUST VALIDLY CREATED. The Trust has been validly created and
                  is in existence at the date of this Agreement.

         (b)      SOLE TRUSTEE. Party B has been validly appointed as trustee of
                  the Trust and is presently the sole trustee of the Trust.

         (c)      NO PROCEEDINGS TO REMOVE. No notice has been given to Party B
                  and to Party B's knowledge no resolution has been passed, or
                  direction or notice has been given, removing Party B as
                  trustee of the Trust.

         (d)      POWER. Party B has power under the Trust Deed to enter into
                  this Agreement and the Security Trust Deed in its capacity as
                  trustee of the Trust.

         (e)      GOOD TITLE. Party B is the equitable owner of the assets of
                  the Trust and has power under the Trust Deed to mortgage or
                  charge them in the manner provided in the Security Trust Deed
                  and, subject only to the Trust Deed, the Security Trust Deed
                  and any Security Interest permitted under the Trust Deed, as
                  far as Party B is aware, those assets are free from all other
                  Security Interests.

(11)     CONTRACTING AS PRINCIPAL Party A will enter into all Transactions as
         principal and not otherwise and Party B will enter into all
         Transactions in its capacity as trustee of the Trust and not
         otherwise."

(12)     CONFIRMATIONS. For the purposes of Section 9(e)(ii) Party B (either
         itself or through the Manager) will, on or promptly after the relevant
         Trade Date, send Party A a Confirmation confirming that Transaction and
         Party A must promptly then confirm the accuracy of and sign and return
         or request the correction of such Confirmation. Notwithstanding the
         provisions of Section 9(e)(ii), each Confirmation in respect of a
         Transaction which is confirmed by electronic messaging system, an
         exchange of telexes or an exchange of facsimiles will be further
         evidenced by an original Confirmation signed by the parties, however
         any failure to sign an original Confirmation will not affect the
         validity or enforcement of any Swap Transaction.

(13)     Section 5(b)(i) (ILLEGALITY) is amended by adding the following
         paragraph at the end:

         "this sub paragraph (i) does not apply to the imposition by the
         Australian government or any agency of the Australian government of any
         exchange control restrictions or prohibitions ("EXCHANGE CONTROLS").
         For the avoidance of doubt:

         (i)      exchange controls do not constitute an Illegality or Event of
                  Default or Termination Event under this Agreement, and do not
                  entitle a party to terminate a Transaction or otherwise refuse
                  to make any payments it is obliged to make under a
                  Transaction; and

         (ii)     delivery by Party B of Australian dollar amounts required to
                  be paid by it under any relevant Confirmation to the bank
                  account specified in that confirmation will constitute

                                                                          Page 9

<PAGE>


                  proper payment of those amounts by Party B and Party A's
                  obligations under this Agreement will be unaffected by any
                  such exchange controls."

(14)     Add a new Section 6(aa):

         "(aa)    RESTRICTED TERMINATION RIGHTS

                  (i)      TERMINATION BY PARTY B: Party B must not designate an
                           Early Termination Date without the prior written
                           consent of the Note Trustee.

                  (ii)     CONSULTATION: Each party may only designate an Early
                           Termination Date following prior consultation with
                           the other party as to the timing of the Early
                           Termination Date. Subject to its duties under the
                           Trust Deed and the Supplementary Terms Notice, Party
                           B may exercise any rights in its capacity as holder
                           of the Purchased Receivables only on the instructions
                           of the Note Trustee and only after consultation
                           between Party A and the Note Trustee.

                  (iii)    PARTY A'S LIMITED RIGHTS IN RELATION TO TAX EVENT:

                          (a)      Notwithstanding Part 1(3)(iii) of this
                                   Schedule, Party A may designate an Early
                                   Termination Date if it is an Affected Party
                                   following a Tax Event but only if all Notes
                                   will be redeemed at their Invested Amount
                                   (or, if the Noteholders by Extraordinary
                                   Resolution have so agreed, at their Stated
                                   Amount) together with accrued interest to
                                   (but excluding) the date of redemption.

                          (b)      If a Tax Event occurs where Party A is the
                                   Affected Party and Party A is unable to
                                   transfer all its rights and obligations under
                                   this Agreement and each Transaction to an
                                   Affiliate pursuant to Section 6(b)(ii), Party
                                   A may, at its cost, transfer all its rights,
                                   powers and privileges and all its unperformed
                                   and future obligations under this Agreement
                                   and each Transaction to any person provided
                                   that:

                                   (A)      each Designated Rating Agency has
                                            confirmed in writing that the
                                            transfer will not result in a
                                            reduction, qualification or
                                            withdrawal of the credit ratings
                                            then assigned by them to the
                                            relevant Notes; and

                                   (B)      that person has a long term credit
                                            rating assigned by each of the
                                            Designated Rating Agencies of at
                                            least the long term credit rating
                                            assigned by that Designated Rating
                                            Agency to Party A as at the date of
                                            this Agreement and the Standby Swap
                                            Provider provides its written
                                            consent to the transfer.

                  (iv)     TRANSFER WHERE PARTY B DOES NOT GROSS-UP: If any
                           payment by Party B to Party A under this Agreement
                           is, or is likely to be, made subject to any deduction
                           or withholding on account of Tax, the Manger on
                           behalf of Party B will endeavour to procure the
                           substitution of Party B as principal obligor under
                           this Agreement in respect of each affected
                           Transaction of a Party B incorporated in another
                           jurisdiction approved by Party A, and the Note
                           Trustee and in respect of which the Designated Rating
                           Agencies confirm that the substitution will not cause
                           a reduction or withdrawal of the rating of Notes".

(15)     In Section 6(b)(ii), add the words "so long as the transfer in respect
         of that Transaction would not lead to a rating downgrade of any rated
         debt of Party B that is secured under the Security Trust Deed" after
         the words "ceases to exist" at the end of the first paragraph.

(16)     In Section 6(e), delete the sentence "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." At the end of the first
         paragraph.

(17)     Section 7 of this Agreement is replaced in its entirety with the
         following:
                                                                         Page 10

<PAGE>


          "Subject to Section 6(b)(ii), neither this Agreement nor any interest
           or obligation in or under this Agreement may be transferred (by way
           of security or otherwise) by either party except that:

          (a)     Party B may transfer all its rights, title and interest under
                  this Agreement subject to and in accordance with the
                  provisions of the Trust Deed and the Security Trust Deed (as
                  such terms are defined below).

          (b)     Party A may transfer this Agreement, any of its interests and
                  obligations in and under this Agreement to another of Party
                  A's offices, branches or Affiliates on ten (10) Business Days'
                  prior written notice; PROVIDED, HOWEVER, that:

                  (i)      if such transfer is to an entity other than American
                           International Group, Inc., such transfer shall be
                           accompanied by a guarantee of American International
                           Group, Inc. of such transferee's obligations in
                           substantially the form of the guarantee of American
                           International Group, Inc. set out in Appendix A to
                           this Agreement or by a written confirmation from
                           American International Group, Inc. that the original
                           guarantee given in connection with this Agreement
                           will apply to the obligations of such transferee
                           under this Agreement;

                  (ii)     the transferee will not, as a result of such
                           transfer, be required on any succeeding Scheduled
                           Payment Date to withhold or deduct on account of Tax
                           under Section 2(d)(i) amounts in excess of that which
                           Party A would, on the next succeeding Scheduled
                           Payment Date, have been required to so withhold or
                           deduct;

                  (iii)    the Designated Rating Agencies have confirmed that
                           such transfer will not cause a downgrading,
                           qualification or withdrawal of the then current
                           rating of the Notes;

                  (iv)     a Termination Event or Event of Default will not
                           occur as a result of such transfer; and

                  (v)      the transferee provides to Party B a legal opinion as
                           to the enforceability of the currency swap transfer
                           and if applicable, any newly issued guarantee
                           referred to in subparagraph (i). With respect to the
                           result described in subclause (ii), Party A agrees to
                           cause such transferee to make, and Party B agrees to
                           make, such Payee Representations and Payer
                           Representations as may reasonably be requested by the
                           other party in order to permit such other party to
                           determine that such result will not occur after such
                           transfer."

         If a transfer is permitted pursuant to this Agreement, the
         non-transferring party shall not be obliged to pay any greater amounts
         and shall not receive less as a result of such transfer than would have
         been the case if such transfer had not taken place.


(18)     Section 12 is amended as follows:

         In Section 12(a), insert "and settlement instructions requiring payment
         to an entity other than the original counterparty" after "Section 5 or
         6" in line 2.

(19)     RELATIONSHIP BETWEEN PARTIES. The following representation shall be
         inserted as a new Section 3(g) of this Agreement:

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

                                                                         Page 11

<PAGE>


                  (i) NON-RELIANCE. It is acting for its own account (in the
         case of Party B as trustee of the Trust), 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 in the case of Party B, also on the judgment of the
         Manager) 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.

                  (ii) 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. It is also capable of
         assuming, and assumes (in the case of Party B, subject to section (1)),
         the risks of that Transaction.

                  (iii) STATUS OF PARTIES. The other party is not acting as a
         fiduciary for or an adviser to it in respect of that Transaction (other
         than in the case of Party B, the Manager)."

                  (iv) ELIGIBLE CONTRACT PARTICIPANT. It constitutes an
         "eligible contract participant" as such term is defined in section
         1(a)(12) of the Commodity Exchange Act, 7 U.S.C. Section 1(a)(12).

(20)     ISDA DEFINITIONS. Reference is hereby made to the 2000 ISDA Definitions
         (the "2000 Definitions") and the 1998 FX and Currency Option
         Definitions (the "FX Definitions") (collectively the "ISDA
         Definitions") each as published by the International Swaps and
         Derivatives Association, Inc., which are hereby incorporated by
         reference herein. Any terms used and not otherwise defined herein which
         are contained in the ISDA Definitions shall have the meaning set forth
         therein.

(21)     SCOPE OF AGREEMENT. Notwithstanding anything contained in this
         Agreement to the contrary, any transaction which may otherwise
         constitute a "Specified Transaction" for purposes of this Agreement
         which has been or will be entered into between the parties shall
         constitute a "Transaction" which is subject to, governed by, and
         construed in accordance with the terms of this Agreement, unless any
         Confirmation with respect to a Transaction entered into after the
         execution of this Agreement expressly provides otherwise.

(22)     INCONSISTENCY. In the event of any inconsistency between any of the
         following documents, the relevant document first listed below shall
         govern: (i) a Confirmation; (ii) the Schedule and an ISDA Credit
         Support Annex (as applicable); (iii) the ISDA Definitions; and (iv) the
         printed form of ISDA Master Agreement and ISDA Credit Support Annex (as
         applicable). In the event of any inconsistency between provisions
         contained in the 2000 Definitions and the FX Definitions, the FX
         Definitions shall prevail.

(23)     CONSULTATION. Each party may only designate an Early Termination Date
         following prior consultation with the other party as to the timing of
         the Early Termination Date. Subject to its duties under the Trust Deed
         and the Supplementary Terms Notice, Party B may exercise any rights in
         its capacity as holder of the Purchased Receivables only in accordance
         with the Transaction Documents.

(24)     Section 14 of the Agreement is modified as follows :

         (a)      New definitions are inserted as follows:

                  "FUTURE OBLIGATIONS" means all payment or delivery obligations
                  (whether the underlying obligation was absolute or contingent
                  and assuming the satisfaction of each applicable condition
                  precedent) of a party under Section 2(a)(i) in respect of a
                  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,

                                                                         Page 12

<PAGE>

                  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).

                  "SECURITY TRUST DEED" means the Security Trust Deed dated on
                  or about the date of this Agreement between Party B as issuing
                  trustee, Crusade Management Limited as Manager, P.T. Limited,
                  as security trustee and Wilmington Trust Company as note
                  trustee.

                  "TRUST DEED" means the Master Trust Deed dated 14 March 1998
                  as amended by the Crusade Global Trust No. 1 of 2003
                  Supplementary Terms Notice dated on or about the date of this
                  Agreement between (amongst others) Party B, St.George Bank
                  Limited and the Manager ("SUPPLEMENTARY TERMS NOTICE") and
                  each of the following expressions has the meanings given to
                  them in the Trust Deed and the Supplementary Terms Notice.


                  "AGENCY AGREEMENT"
                  "ASSET"
                  "CLASS A NOTES"
                  "BANK"
                  "CURRENCY SWAP"
                  "DESIGNATED RATING AGENCY"
                  "EXTRAORDINARY RESOLUTION"
                  "FINAL MATURITY DATE"
                  "HEDGE AGREEMENT"
                  "INSOLVENCY EVENT"
                  "INVESTED AMOUNT"
                  "MORTGAGED PROPERTY"
                  "NOTES"
                  "NOTEHOLDER"
                  "NOTE TRUSTEE"
                  "PRINCIPAL PAYING AGENT"
                  "PURCHASED RECEIVABLES"
                  "SECURITY TRUST DEED"
                  "SECURITY TRUSTEE"
                  "STATED AMOUNT"
                  "SUPPORT FACILITY PROVIDER"
                  "TRUST"
                  "TRUST EXPENSE"

         (b)      The definition of "Market Quotation" is replaced with:

                  "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 take into account any
                  existing Credit Support Documents with respect to the
                  obligations of such party.

                  Each quotation will be determined as the amount, if any, that
                  would be paid to such party (expressed as a negative number)
                  or by such party (expressed as a positive number) in
                  consideration of an agreement between such party 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 the
                  Future Obligations of both parties, and where applicable (but
                  without limiting the foregoing) the present value of the
                  difference or the differences on each Scheduled Payment Date
                  that would have occurred after the Early Termination Date
                  between (a) the Future Obligations of the other party to the
                  Terminated Transaction or Termination Transactions and (b) the
                  obligations that a quoting Reference Market-maker would have
                  under a transaction ("Replacement

                                                                         Page 13

<PAGE>


                  Transaction") that would preserve for the party making the
                  determination that party's Future Obligations, with such
                  present value being positive if (a) is greater than (b) and
                  negative if (a) is less than (b).

                  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 it's 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
                  the quotation or quotations are to be obtained will be
                  selected in god 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."

         (c)      TRUST DEED AND SECURITY TRUST DEED: The parties acknowledge
                  and agree and for the purposes of the Trust Deed and Security
                  Trust Deed

                  (i)      all Transactions under this Agreement are "Hedge
                           Agreements";

                  (ii)     Party A is a "Support Facility Provider",


(25)     New Sections 15, 16 and 17 are added as follows:

         "15.     TRUSTEE PROVISIONS

                  (a)      (A)      General

                           Clause 30 of the Trust Deed applies to the
                           obligations and liabilities of the Trustee under this
                           agreement. Clause 16 of the Security Trust Deed
                           applies to govern Party A's priority to monies
                           received from the sale of Assets of the Trust or
                           other enforcement of the Charge under the Security
                           Trust Deed (as defined in the Security Trust Deed).

                           (B)      Limitation of Trustee's Liability

                           (1)      The Trustee enters into this agreement only
                                    in its capacity as trustee of the Trust and
                                    in no other capacity (except where the
                                    Transaction Documents provide otherwise).
                                    Subject to subparagraph (3) below, a
                                    liability arising under or in connection
                                    with this agreement or the Trust can be
                                    enforced against the Trustee only to the
                                    extent to which it can be satisfied out of
                                    the assets and property of the Trust which
                                    are available to satisfy the right of the
                                    Trustee to be exonerated or indemnified for
                                    the liability. This limitation of the
                                    Trustee's liability applies despite any
                                    other provision of this agreement and
                                    extends to all liabilities and obligations
                                    of the Trustee in any way connected with any
                                    representation, warranty, conduct, omission,
                                    agreement or transaction related to this
                                    agreement or the Trust.

                           (2)      Subject to subparagraph (3) below, no person
                                    (including any Relevant Party) may take
                                    action against the Trustee in any capacity
                                    other than as trustee of the Trust or seek
                                    the appointment of a receiver (except under
                                    this agreement), or a liquidator, an
                                    administrator or any similar person

                                                                         Page 14

<PAGE>

                                    to the Trustee or prove in any liquidation,
                                    administration or arrangements of or
                                    affecting the Trustee.

                           (3)      The provisions of this section 15 shall not
                                    apply to any obligation or liability of the
                                    Trustee to the extent that it is not
                                    satisfied because under a Transaction
                                    Document or by operation of law there is a
                                    reduction in the extent of the Trustee's
                                    indemnification or exoneration out of the
                                    Assets of the Trust as a result of the
                                    Trustee's fraud, negligence, or Default.

                           (4)      It is acknowledged that the Relevant Parties
                                    are responsible under the Transaction
                                    Documents for performing a variety of
                                    obligations relating to the Trust. No act or
                                    omission of the Trustee (including any
                                    related failure to satisfy its obligations
                                    under this agreement) will be considered
                                    fraud, negligence or Default of the Trustee
                                    for the purpose of subparagraph (3) above to
                                    the extent to which the act or omission was
                                    caused or contributed to by any failure by
                                    any Relevant Party or any person who has
                                    been delegated or appointed by the Trustee
                                    in accordance with this agreement or any
                                    other Transaction Document to fulfil its
                                    obligations relating to the Trust or by any
                                    other act or omission of a Relevant Party or
                                    any such person.

                           (5)      In exercising their powers under the
                                    Transaction Documents, each of the Trustee,
                                    the Security Trustee and the Noteholders
                                    must ensure that no attorney, agent,
                                    delegate, receiver or receiver and manager
                                    appointed by it in accordance with this
                                    agreement has authority to act on behalf of
                                    the Trustee in a way which exposes the
                                    Trustee to any personal liability and no act
                                    or omission of any such person will be
                                    considered fraud, negligence, or Default of
                                    the Trustee for the purpose of subparagraph
                                    (3) above.

                           (6)      In this clause, RELEVANT PARTIES means each
                                    of the Manager, the Servicer, the
                                    Calculation Agent, the Note Registrar, each
                                    Paying Agent, the Note Trustee and each
                                    Support Facility Provider.

                           (7)      Nothing in this clause limits the
                                    obligations expressly imposed on the Trustee
                                    under the Transaction Documents.

                  (b)      Nothing in paragraph (a) limits Party A in:

                           (i)      obtaining an injunction or other order to
                                    restrain any breach of this Agreement by
                                    Party B;

                           (ii)     obtaining declaratory relief; or

                           (iii)    in relation to its rights under the Security
                                    Trust Deed.

                  (c)      Except as provided in paragraphs (a) and (b), Party A
                           shall not

                           (i)      (JUDGMENT) obtain a judgment for the payment
                                    of money or damages by Party B;

                           (ii)     (STATUTORY DEMAND) issue any demand under
                                    section 459E(1) of the Corporations Act 2001
                                    (Cth) (or any analogous provision under any
                                    other law) against Party B;

                           (iii)    (WINDING UP) apply for the winding up or
                                    dissolution of Party B;

                           (iv)     (EXECUTION) levy or enforce any distress or
                                    other execution to, on, or against any
                                    assets of Party B;

                           (v)      (COURT APPOINTED RECEIVER) apply for the
                                    appointment by a court of a receiver to any
                                    of the assets of Party B;

                                                                         Page 15

<PAGE>


                           (vi)     (SET-OFF OR COUNTERCLAIM) exercise or seek
                                    to exercise any set-off or counterclaim
                                    against Party B; or

                           (vii)    (ADMINISTRATOR) appoint, or agree to the
                                    appointment, of any administrator to Party
                                    B,

                  (a)      or take proceedings for any of the above and Party A
                           waives its rights to make those applications and take
                           those proceedings."

                  "16.     REPLACEMENT CURRENCY SWAP

                  (b)      If this Agreement or any Transaction under this
                           Agreement is terminated, Party B must, at the
                           direction of the Manager, enter into one or more
                           currency swaps which replace the Transactions under
                           this Agreement (collectively a "REPLACEMENT CURRENCY
                           SWAP") but only on the following conditions:

                           (i)      the Settlement Amount payable (if any) by
                                    Party B to Party A upon termination of this
                                    Agreement or any Transaction will be paid in
                                    full when due in accordance with the
                                    Supplementary Terms Notice and this
                                    Agreement;

                           (ii)     the Designated Ratings Agencies confirm that
                                    the Replacement Currency Swap will not cause
                                    a reduction or withdrawal of the ratings of
                                    the Notes; and

                           (iii)    the liability of Party B under the
                                    Replacement Currency Swap is limited to at
                                    least the same extent that its liability is
                                    limited under this Agreement.

                  (c)      If Party B enters into the Replacement Currency Swap
                           pursuant to paragraph (a) it must direct the
                           Replacement Currency Swap provider to pay any upfront
                           premium to enter into the Replacement Currency Swap
                           due to Party B directly to Party A in satisfaction of
                           and to the extent of Party B's obligation to pay the
                           Settlement Amount to Party A as referred to in
                           Section 16(a) and to the extent that such premium is
                           not greater than or equal to the Settlement Amount,
                           the balance must be satisfied by Party B as a Trust
                           Expense.

                  (d)      If Party B enters into a Replacement Currency Swap
                           pursuant to paragraph (a), Party B must direct Party
                           A to pay any Settlement Amount payable by Party A to
                           Party B on termination of this Agreement or any
                           Transaction directly to the Replacement Currency Swap
                           provider as payment and to the extent of any premium
                           payable by Party B to enter into the Replacement
                           Currency Swap, in satisfaction of and to the extent
                           of Party A's obligation to pay that part of the
                           Settlement Amount to Party B.

         "(17)    APPOINTMENT OF MANAGER: Party A acknowledges that under the
                  Trust Deed Party B has appointed the Manager as manager of the
                  Trust with the powers set out in and upon and subject to the
                  terms of, the Trust Deed. Accordingly, subject to the terms of
                  the Trust Deed, the Manager:

                  (i)      may arrange and monitor Transactions and exercise all
                           other rights and powers of Party B under this
                           Agreement; and

                  (ii)     without limiting the generality of the foregoing, the
                           Manager may, issue and receive, on behalf of Party B
                           all notices, certificates and other communications to
                           or by Party A under this Agreement."

(26)     New Section 18 is added as follows:

         "18.     RATINGS DOWNGRADE

                  (a)      S&P Criteria:


                                                                         Page 16

<PAGE>


                  (i)      In the event that the long term, unsecured and
                           unsubordinated debt obligations of the Credit Support
                           Provider of Party A cease to be rated at least as
                           high as "AA-" (or its equivalent) by S&P or the short
                           term, unsecured and unsubordinated debt obligations
                           of the Credit Support Provider of Party A cease to be
                           rated at least as high as A-1+ (or its equivalent) by
                           S&P, and as a result of such downgrade there would be
                           an adverse effect on the then current rating of the
                           Class A Notes, then Party A shall within:

                           (A)      30 Business Days of a downgrade of its
                                    Credit Support Provider's long term credit
                                    rating by S&P to not lower than A+ or a
                                    downgrade of its short term credit rating by
                                    S&P to not lower than A-1; or

                           (B)      5 Business Days of any other such withdrawal
                                    or downgrade and for the avoidance of doubt,
                                    if the Credit Support Provider of Party A's
                                    long term credit rating by S&P is not lower
                                    than A+ and the Credit Support Provider of
                                    Party A's short term credit rating by S&P is
                                    not lower than A-1, then paragraph (A) above
                                    shall apply and not this paragraph (B),

                           (or, in either case, such greater period as is agreed
                           to in writing by S&P) at its cost alone and at its
                           election:

                           (C)      lodge cash collateral in US$ or securities
                                    reasonably acceptable to S&P in the Swap
                                    Collateral Account (as defined in Section
                                    18(a)(v)(C) below) in an amount equivalent
                                    to the Collateral Amount as defined in
                                    Section (18)(a)(v)(A) below. Any interest
                                    earned on it is payable to Party A. A
                                    discount factor approved by S&P is to be
                                    applied to the securities. Party A will pay
                                    any costs associated with lodgement of the
                                    collateral; or

                           (D)      at the cost of Party A or in return for any
                                    monies payable to Party A in accordance with
                                    Clause 5.21 of the Supplementary Terms
                                    Notice (as the case may be), enter into an
                                    agreement novating this Agreement to a
                                    replacement counterparty proposed by any of
                                    Party A, Party B or the Manager (if any) and
                                    in respect of which S&P has confirmed will
                                    result in there not being a withdrawal or
                                    downgrade of any credit rating, assigned by
                                    it, to the Notes; or

                           (E)      enter into such other arrangements which S&P
                                    has confirmed will result in there not being
                                    a withdrawal or downgrade of any credit
                                    rating assigned by it to the Notes.

                  (ii)     Where Party A procures a replacement counterparty in
                           accordance with Section 18(a)(i)(D) above, each party
                           to this Agreement shall do all things reasonably
                           necessary to novate the relevant rights and
                           obligations to the replacement counterparty.

                  (iii)    Where Party B has not established a Swap Collateral
                           Account and Party A is required to deposit monies
                           into a Swap Collateral Account, the Manager must
                           direct Party B to establish, as soon as is
                           practicable, and maintain, in the name of Party B a
                           Swap Collateral Account.

                  (iv)     Party B may only make withdrawals from the Swap
                           Collateral Account if directed to do so by the
                           Manager and then only for the purpose of:

                                                                         Page 17

<PAGE>


                           (A)      novating obligations under this Agreement in
                                    accordance with Section 18(a)(i)(D) above or
                                    entering into any other arrangement in
                                    accordance with Section 18(a)(i)(E) above;

                           (B)      refunding to Party A the amount of any
                                    reduction in the Cash Collateral Amount,
                                    from time to time and providing that S&P has
                                    confirmed, in writing, that such refund will
                                    not result in a withdrawal or downgrade of
                                    any credit rating assigned by it to the
                                    Notes;

                           (C)      withdrawing any amount which has been
                                    incorrectly deposited into the Swap
                                    Collateral Account;

                           (D)      paying financial institutions duty, bank
                                    accounts debit tax or other equivalent Taxes
                                    payable in respect of the Swap Collateral
                                    Account; or

                           (E)      funding the amount of any payment due to be
                                    made by Party A under this Agreement
                                    following the failure by Party A to make
                                    that payment.

                  (v)      For the purpose of Section 18(a):

                           (A)      the COLLATERAL AMOUNT shall be an amount
                                    equal to the greater of the following:

                                    (1)      zero; and

                                    (2)      CCR.

                           (B)      APPROVED BANK means a Bank which has a short
                                    term rating of at least A-1+ by S&P.

                           (C)      SWAP COLLATERAL ACCOUNT means an account
                                    established by Party B with an Approved Bank
                                    outside Australia.

                  (vi)     For the purpose of Section 18(a)(v)(A), the formula
                           for calculating CCR is as follows.

                           CCR = CR x 1.030

                           where

                           CR means MTM + VB

                           MTM means the mark-to-market value of the
                           Transactions outstanding under the Agreement. Party A
                           will have to mark the Transactions to market and post
                           collateral on a weekly basis, with a cure period of 3
                           days. The mark-to-market value should reflect the
                           higher of 2 bids from counterparties that will be
                           eligible and willing to assume Party A's role in the
                           Transactions in place of Party A. The mark-to-market
                           value may be a positive or negative amount. A bid has
                           a negative value if the payment would be from the
                           counterparty to Party A and has a positive value if
                           the payment would be from Party A to the counterparty
                           (for the purposes of determining a higher bid, any
                           bid of positive value is higher than any bid of a
                           negative value).

                           VB means the value calculated by multiplying the
                           Invested Amount at the time of the calculation by the
                           relevant percentage calculated from the following
                           table (for the purposes of interpreting the table,
                           "Counterparty

                                                                         Page 18

<PAGE>


                           rating" is the credit rating assigned to Party A by
                           S&P and "Maturities" is the period from and including
                           the date of calculation to but excluding the
                           scheduled maturity of the last expiring Transaction
                           outstanding under this Agreement):

                              VOLATILITY BUFFER (%)

COUNTERPARTY        MATURITIES UP     MATURITIES UP TO   MATURITIES MORE
RATING              TO 5 YEARS        10 YEARS           THAN 10 YEARS
A+                  1.05              1.75               3.0
A                   1.35              2.45               4.5
A-1*                1.5               3.15               6.0


*  The A-1 rating will be taken to be the counterparty's short term rating.


         (b)      Moody's Criteria

                  In the event that (aa) the long-term, unsecured and
                  unsubordinated debt obligations of any Credit Support Provider
                  of Party A cease to be rated at least as high as "A2" (or its
                  equivalent) by Moody's or (bb) the short-term, unsecured and
                  unsubordinated debt obligations of any Credit Support Provider
                  of Party A cease to be rated at least as high as "Prime-1" (or
                  its equivalent) by Moody's, if a short-term credit rating has
                  been issued by Moody's, then Party A will, on a reasonable
                  efforts basis and at its own cost attempt to:-

                  (i)      transfer all of its rights and obligations with
                           respect to this Agreement to either (x) a replacement
                           third party with the Required Ratings (as defined
                           below) domiciled in the same legal jurisdiction as
                           Party A or Party B or (y) a replacement third party
                           agreed by Moody's; or

                  (ii)     procure another person to become co-obligor in
                           respect of the obligations of Party A under this
                           Agreement. Such co-obligor may be either (x) a person
                           with the Required Ratings domiciled in the same legal
                           jurisdiction as Party A or Party B, or (y) a person
                           agreed by Moody's; or

                  (iii)    take such other action as agreed by Moody's.


                  Pending compliance with any of Section 18(b)(i), (b)(ii) or
                  (b)(iii) above, Party A will, at its own cost:

                  (iv)     within 30 days of the occurrence of such downgrade,
                           put in place a mark-to-market collateral agreement in
                           a form and substance acceptable to Moody's (which may
                           be based on the credit support documentation
                           published by ISDA, or otherwise, and relates to
                           collateral in the form of cash or securities or both)
                           in support of its obligations under this Agreement
                           which complies with Moody's Criteria (or such other
                           amount as may be agreed with Moody's).

                  If any of Section 18(b)(i), (b)(ii) or (b)(iii) are satisfied
                  at any time, all collateral (or the equivalent thereof, as
                  appropriate) transferred by Party A pursuant to Section
                  18(b)(iv) will be retransferred to Party A and Party A will
                  not be required to transfer any additional collateral.

                  For the purposes of Section 18(b), "REQUIRED RATINGS" means,
                  in respect of the relevant entity, its short-term, unsecured
                  and unsubordinated debt obligations are rated at least as high
                  as "Prime-1," if a short-term credit rating has been issued

                                                                         Page 19

<PAGE>

                  by Moody's, and its long-term, unsecured and unsubordinated
                  debt obligations are rated at least as high as "A2", or such
                  other ratings as may be agreed with Moody's from time to time.

                  "MOODY'S CRITERIA" means that the amount of collateral to be
                  posted on a weekly basis shall equal the sum of (a) the
                  product of A multiplied by the mark-to-market value of the
                  outstanding Transactions as determined by Party A in good
                  faith on a weekly basis and (b) the product of B multiplied by
                  the current aggregate notional amounts of the outstanding
                  Transactions, where:

                  (i)      "A" means 103% and "B" means 4.6% if the long-term,
                           unsecured and unsubordinated debt obligations or the
                           short-term, unsecured and unsubordinated debt
                           obligations (if a short-term credit rating has been
                           issued by Moody's) of the Credit Support Provider of
                           Party A cease to be rated as high as "A2" or
                           "Prime-1" by Moody's;

                  (ii)     "A" means 0% and "B" means 0% in all other cases.

                  The mark-to-market value of the outstanding Transactions as
                  determined by Party A on a weekly basis will be verified (at
                  Party A's cost) within three (3) days by an independent third
                  party selected by Party A. If there is any material
                  discrepancy between the mark-to-market value as calculated by
                  Party A and such third party, Party A will promptly obtain
                  dealer quotations as specified below in "Dealer Quotation
                  Procedures" in order to determine the mark-to-market value of
                  the outstanding Transactions. On a monthly basis, Party A will
                  obtain dealer quotations in accordance with the Dealer
                  Quotation Procedures in order to verify its calculation of the
                  mark-to-market value of the outstanding Transactions. "DEALER
                  QUOTATION PROCEDURES" means that in determining or verifying,
                  as the case may be, the mark-to market value of the
                  outstanding Transactions, Party A will base such calculation
                  on the arithmetic mean of four (4) bids from counterparties
                  who are dealers in the relevant market. In providing such
                  quotations, such dealers will be asked to assume that the
                  party requesting the quotations is a dealer in the relevant
                  market of the highest credit rating from Moody's, which
                  satisfies all of the credit criteria which such dealer applies
                  generally in making such market quotations. If Party A is
                  unable to procure four bids, then the mark-to-market value
                  will be the arithmetic mean of the bids actually obtained.
                  Party A will, upon receipt of reasonable notice from Moody's,
                  demonstrate to Moody's the calculation by it of the
                  mark-to-market value of the outstanding Transactions is
                  consistent with the foregoing.

         (c)      Fitch Criteria

                  In the event that the short-term, unsecured and unsubordinated
                  debt obligations of any Credit Support Provider of Party A
                  cease to be rated at least as high as "F1" (or its equivalent)
                  by Fitch and as a result the then current rating of the Class
                  A Notes may in the reasonable opinion of Fitch be downgraded
                  or placed on credit watch for possible downgrade, then Party A
                  will, on a reasonable efforts basis, within 30 days of the
                  occurrence of such downgrade, at its own cost, either:-

                  (i)      put in place an appropriate mark-to-market collateral
                           agreement (which may be based on the credit support
                           documentation published by ISDA, or otherwise, and
                           relates to collateral in the form of cash or
                           securities or both) in support of its obligations
                           under this Agreement which complies with the Fitch
                           Criteria (or such other amount as may be agreed with
                           Fitch); or

                                                                         Page 20

<PAGE>


                  (ii)     attempt to transfer all of its rights and obligations
                           with respect to this Agreement to a replacement third
                           party whose short term unsecured and unsubordinated
                           debt ratings are rated at least as high as F1 (or its
                           equivalent) by Fitch or such other rating as is
                           commensurate with the rating assigned to the Class A
                           Notes by Fitch from time to time; or

                  (iii)    procure another person to become co-obligor or
                           guarantor in respect of the obligations of Party A
                           under this Agreement whose short-term, unsecured and
                           unsubordinated debt ratings are rated at least as
                           high as F1 (or its equivalent) by Fitch or such other
                           rating as is commensurate with the rating assigned to
                           the Class A Notes by Fitch from time to time; or

                  (iv)     take such other action as Party A may agree with
                           Fitch as will result in the rating of the Class A
                           Notes then outstanding being maintained.


                  "FITCH CRITERIA" means the amount of collateral to be posted
                  shall equal the sum of (i) the product of A multiplied by the
                  mark-to-market value of the outstanding Transactions
                  determined by Party A in good faith on each Local Business
                  Day, and (ii) the product of B multiplied by the current
                  aggregate notional amount of the outstanding Transactions,
                  where:

                  "A" means 100% and "B" means 3.5% if the mark-to-market value
                  of the outstanding Transactions is determined by Party A.

         (d)      Downgrade Termination Events

                  (i)      If Party A does not take the measures described in
                           Section 18(b)(i), (ii), (iii) or (iv) above such
                           failure shall not be or give rise to an Event of
                           Default but shall constitute an Additional
                           Termination Event with respect to Party A and shall
                           be deemed to have occurred on the thirtieth day
                           following such downgrade with Party A as the sole
                           Affected Party and all Transactions shall be Affected
                           Transactions.

                  (ii)     If Party A does not take any of the measures
                           described in Section 18(c)(i), (ii), (iii) or (iv)
                           above such failure shall not be or give rise to an
                           Event of Default but shall constitute an Additional
                           Termination Event with respect to Party A and shall
                           be deemed to have occurred on the thirtieth day
                           following such downgrade with Party A as the sole
                           Affected Party and all Transactions shall be Affected
                           Transactions.

                  Each Additional Termination Event described in this Section
                  18(d) shall, on its occurrence, constitute a "DOWNGRADE
                  TERMINATION EVENT".

         (e)      Each of Party B and the Note Trustee shall use their
                  reasonable endeavours to cooperate with Party A in putting in
                  place such credit support documentation, including agreeing to
                  such arrangements in such documentation as may satisfy S&P,
                  Moody's and Fitch with respect to the operation and management
                  of the collateral and entering into such documents as may
                  reasonably be requested by Party A in connection with the
                  provision of such collateral.


                                                                         Page 21

<PAGE>



Please confirm your agreement to the terms of the foregoing Schedule by signing
below.


AIG FINANCIAL PRODUCTS CORP.              PERPETUAL TRUSTEES CONSOLIDATED
                                          LIMITED as trustee of Crusade Global
                                          Trust No. 1 of 2003

By:                                       By:
       -------------------------------           -------------------------------

Name:                                     Name:

Title:                                    Title:



CRUSADE MANAGEMENT LIMITED

By:
       -------------------------------

Name:

Title:















                                                                         Page 22

<PAGE>



                                   APPENDIX A
                          FORM OF GUARANTEE OF AMERICAN
                            INTERNATIONAL GROUP, INC.

Guarantee, dated as of [_____ _____] 2003, by American International Group,
Inc., a Delaware corporation (the "Guarantor"), in favor of Perpetual Trustees
Consolidated Limited (ABN 81 004 029 841), a limited liability public company
organized under the laws of the State of Victoria, Australia (the "Guaranteed
Party"), in its capacity as trustee of the Crusade Global Trust No. 1 of 2003.

1.       GUARANTEE

To induce the Guaranteed Party to enter into a Master Agreement, dated as of
_________ 2003, pursuant to which the Guaranteed Party, Crusade Management
Limited, as Manager, and AIG Financial Products Corp., a Delaware corporation
(the "Company"), have entered and/or anticipate entering into one or more
Transactions (as defined therein), the confirmation of each of which
supplements, forms a part of, and will be read and construed as one with, such
Master Agreement (as amended or modified from time to time, such Master
Agreement together with such confirmations are collectively referred to herein
as the "Agreement"), the Guarantor absolutely, unconditionally and irrevocably
guarantees to the Guaranteed Party and its successors, endorsees and assigns the
prompt payment when due, subject to any applicable grace period, of all present
and future payment obligations of the Company to the Guaranteed Party arising
out of Transactions entered into under the Agreement (the "Obligations"). This
Guarantee is a Credit Support Document as contemplated in the Agreement.

2.       NATURE OF GUARANTEE

The Guarantor's obligations hereunder shall not be affected by the existence,
validity, enforceability, perfection or extent of any collateral therefor or by
any other circumstance relating to the Obligations that might otherwise
constitute a legal or equitable discharge of or defense to the Guarantor not
available to the Company. The Guarantor agrees that the Guaranteed Party may
resort to the Guarantor for payment of any of the Obligations whether or not the
Guaranteed Party shall have resorted to any collateral therefor or shall have
proceeded against the Company or any other obligor principally or secondarily
obligated with respect to any of the Obligations. The Guaranteed Party shall not
be obligated to file any claim relating to the Obligations in the event that the
Company becomes subject to a bankruptcy, reorganization or similar proceeding,
and the failure of the Guaranteed Party to so file shall not affect the
Guarantor's obligations hereunder. In the event that any payment to the
Guaranteed Party in respect of any Obligations is rescinded or must otherwise be
returned for any reason whatsoever, the Guarantor shall remain liable hereunder
with respect to such Obligations as if such payment had not been made. The
Guarantor reserves the right to assert defenses which the Company may have to
payment of any Obligations other than defenses arising from the bankruptcy or
insolvency of the Company and other defenses expressly waived hereby.

3.       CHANGES IN OBLIGATIONS, COLLATERAL THEREFOR AND AGREEMENTS RELATING
THERETO; WAIVER OF CERTAIN NOTICES

The Guarantor agrees that the Guaranteed Party may at any time and from time to
time, either before or after the maturity thereof, without notice to or further
consent of the Guarantor, extend the time of payment of, exchange or surrender
any collateral for, or renew any of the Obligations, and may also make any
agreement with the Company or with any other party to or person liable

                                                                         Page 23

<PAGE>


on any of the Obligations or interested therein, for the extension, renewal,
payment, compromise, discharge or release thereof, in whole or in part, or for
any modification of the terms thereof or of any agreement between the Guaranteed
Party and the Company or any such other party or person, without in any way
impairing or affecting this Guarantee. The Guarantor waives notice of the
acceptance of this Guarantee and of the Obligations, presentment, demand for
payment, notice of dishonor and protest.

4.       EXPENSES

The Guarantor agrees to pay on demand all fees and out of pocket expenses
(including the reasonable fees and expenses of the Guaranteed Party's counsel)
in any way relating to the enforcement or protection of the rights of the
Guaranteed Party hereunder; provided, that the Guarantor shall not be liable for
any expenses of the Guaranteed Party if no payment under this Guarantee is due.

5.       SUBROGATION

Upon payment of any of the Obligations, the Guarantor shall be subrogated to the
rights of the Guaranteed Party against the Company with respect to such
Obligations, and the Guaranteed Party agrees to take at the Guarantor's expense
such steps as the Guarantor may reasonably request to implement such
subrogation; provided, however, that the Guarantor shall not be entitled to
enforce or to receive any payments arising out of, or based upon, such right of
subrogation until all amounts then due and payable by the Company under the
Agreement shall have been paid in full.

6.       NO WAIVER; CUMULATIVE RIGHTS

No failure on the part of the Guaranteed Party to exercise, and no delay in
exercising, any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by the Guaranteed Party of any
right, remedy or power hereunder preclude any other or future exercise of any
right, remedy or power. Each and every right, remedy and power hereby granted to
the Guaranteed Party or allowed it by law or other agreement shall be cumulative
and not exclusive of any other, and may be exercised by the Guaranteed Party at
any time or from time to time.

7.       REPRESENTATIONS AND WARRANTIES

The Guarantor hereby represents and warrants that:

(a)      the Guarantor is duly organized, validly existing and in good standing
         under the laws of the State of Delaware and has full corporate power to
         execute, deliver and perform this Guarantee;

(b)      the execution, delivery and performance of this Guarantee have been and
         remain duly authorized by all necessary corporate action and do not
         contravene any provision of the Guarantor's certificate of
         incorporation or by-laws, as amended to date, or any law, regulation,
         rule, decree, order, judgment or contractual restriction binding on the
         Guarantor or its assets;

(c)      all consents, licenses, clearances, authorizations and approvals of,
         and registrations and declarations with, any governmental authority or
         regulatory body necessary for the due execution, delivery and
         performance of this Guarantee have been obtained and remain in

                                                                         Page 24

<PAGE>


         full force and effect and all conditions thereof have been duly
         complied with, and no other action by, and no notice to or filing with,
         any governmental authority or regulatory body is required in connection
         with the execution, delivery or performance of this Guarantee; and

(d)      this Guarantee constitutes a legal, valid and binding obligation of the
         Guarantor enforceable against the Guarantor in accordance with its
         terms, subject to bankruptcy, insolvency, reorganization, moratorium
         and other laws of general applicability relating to or affecting
         creditors' rights and to general equity principles.

8.       ASSIGNMENT

Neither the Guarantor nor the Guaranteed Party may assign its rights, interests
or obligations hereunder to any other person (except by operation of law)
without the prior written consent of the Guarantor or the Guaranteed Party, as
the case may be, provided, however, that the Guaranteed Party may assign its
rights, interests and obligations hereunder to an assignee or transferee to
which it has transferred its interests and obligations under the Agreement
pursuant to Section 6(b) or 7 thereof or the Schedule thereto.

9.       NOTICES

All notices or demands on the Guarantor shall be deemed effective when received,
shall be in writing and shall be delivered by hand or by registered mail, or by
facsimile transmission promptly confirmed by registered mail, addressed to the
Guarantor at:

                  American International Group, Inc.
                  70 Pine Street, New York, NY 10270
                  Attention: Secretary
                  Fax: (212) 514-6894

or to such other address or fax number as the Guarantor shall have notified the
Guaranteed Party in a written notice delivered to the Guaranteed Party in
accordance with the Agreement.

10.      CONTINUING GUARANTEE

Subject to the provisions of Section 11 hereof, this Guarantee shall remain in
full force and effect and shall be binding on the Guarantor, its successors and
assigns until all of the Obligations have been satisfied in full.

11.      TERMINATION

This Guarantee may be terminated by the Guarantor upon five days' written notice
to the Guaranteed Party, provided that this Guarantee shall remain in full force
and effect with respect to Obligations incurred by the Company as a result of
Transactions entered into prior to the effective date of such termination.

12.      GOVERNING LAW

THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.


                                                                         Page 25

<PAGE>


IN WITNESS WHEREOF, this Guarantee has been duly executed and delivered by the
Guarantor to the Guaranteed Party as of the date first above written.




AMERICAN INTERNATIONAL GROUP, INC.


By_____________________________________________


By_____________________________________________]















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