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                                  STATE OF OHIO
                             DEPARTMENT OF INSURANCE



IN THE MATTER OF:                                       CONFIDENTIAL SUPERVISION
                                                          ORDER PURSUANT TO OHIO
INTEGRITY LIFE INSURANCE COMPANY                    REVISED CODE SECTION 3903.11


         Pursuant to Ohio Revised Code Section 3903.09(B), the Superintendent
has made the determination to supervise Integrity Life Insurance Company (the
"Company"), an Ohio life insurance legal reserve corporation. The determination
is based upon the Superintendent's reasonable belief that the Company is in such
condition as to render the continuance of its business hazardous to its
subscribers, certificate holders, or to the public.

         IT IS THEREFORE ORDERED:

         1.   By copy of this Supervision Order, Integrity Life Insurance
              Company (the "Company") is hereby notified of the Superintendent's
              determination to place it under supervision.

         2.   The Superintendent's requirement to abate the determination and
              thereby be released from Supervision is that the Company shall
              attain sufficient liquidity, surplus, and reserves necessary to
              exceed and maintain Company Action Level RBC, as defined in O.R.C.
              3903.81

         3.   During the period of this Supervision, the Superintendent
              appoints Michael F. Motil, Assistant Chief Examiner, Office of
              Financial Regulation, as Supervisor of the Company.  The
              Supervisor is directed to enforce additional orders issued under
              R.C. 3903.09(A) or (B).  During the period of supervision, the
              Company is hereby ordered and shall not, without the prior written
              consent or the Superintendent or the Supervisor:

              a)  Dispose of, convey or encumber any of its assets;

              b)  withdraw from any of its bank accounts, except for death
                  benefits, previously scheduled systematic withdrawals,
                  previously scheduled immediate annuity payments, and agent
                  commission payments;

              c)  lend any of its funds;

              d)  invest any of its funds except in investments expressly
                  permitted by O.R.C. Section 3907.14;

              e)  transfer any of its property;

              f)  incur any debt, obligation, or liability;

              g)  merge or consolidate with any other person;

              h)  enter into any new, modify, amend or cancel any existing
                  reinsurance contract or treaty; or

              i)  implement any action ratified at any meeting of the board of
                  directors, executive committee, or any other committee of the
                  Company.

         4.   The Company shall immediately report any material changes to its
              operations to the Department of Insurance.

         5.   The Company board of Directors shall provide a certified
              resolution within ten (10) business days to the Department stating
              that is has received a copy of this Supervision Order.


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         6.   This Supervision Order shall remain in effect for 60 days. Unless
              the Superintendent begins proceedings under the O.R.C. 3903.12 or
              3903.17 for the appointment of a rehabilitator or liquidator,
              this Supervision Order shall be extended for successive 60-day
              periods automatically until written notice from the Superintendent
              is given to the Company ending this Supervision.

         7.   The Company may, within 30 days of the date of service of this
              Order, request a hearing to review this Order. If requested, such
              hearing will be held in Franklin County, Ohio, and will be held
              privately unless the Company requests a public hearing. At any
              such hearing, the Company may appear via its officers or through
              counsel or other person authorized to practice before the
              Department of Insurance, and may present evidence and examine
              witness appearing before and against it.

              A copy of this Supervision Order shall be served upon John R.
              Lindholm, President, Integrity Life  Insurance Company, 515 West
              Market Street, Louisville, Kentucky 40202


Date:   August 20, 1999                  By:      /S/ J. Lee Covington II
       ---------------------                  -------------------------------
                                               J. Lee Covington II



                             CERTIFICATE OF SERVICE

The undersigned hereby certifies that a true copy of the foregoing Confidential
Supervision Order was sent this 20th day of August, 1999, by certified mail,
return receipt requested, to John R. Lindholm, President, Integrity Life
Insurance Company, 515 West Market Street, Louisville, Kentucky 40202


Certified Mail No.