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                                   AMENDMENT NO. 1
                                          TO
                            PLEDGE AND SECURITY AGREEMENT

     This Amendment No. 1 (the "Amendment") is dated as of April 21, 1999 among
312 CERTIFICATE COMPANY, a Delaware corporation (the "Pledgor") and THE FIRST
NATIONAL BANK OF CHICAGO, as Agent for the Cerfificateholders (as such term is
defined below).

                                     WITNESSETH:

     WHEREAS, the Pledgor has executed that certain Pledge and Security
Agreement dated as of April 24, 1998 in favor of the Agent (as amended from time
to time, the "Agreement"); and

     WHEREAS, the Pledgor and the Agent desire to amend the Agreement in certain
respects more fully described hereinafter,

     NOW, THEREFORE, in consideration of the premises herein contained, and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:

     1.   DEFINED.  Capitalized terms used herein and not otherwise defined
shall have their meanings as attributed to such terms in the Agreement.

     2.   AMENDMENTS TO THE AGREEMENT.

     2.1  Section 1(a) of the Agreement shall be amended to read in its entirety
as follows:

          "(a) all personal property of the Pledgor, including, without
               limitation, all "Securities" and all rights under "Permitted
               Hedging Transactions" (each as defined in the Investment
               Management Agreement), the Swap Agreement and any other
               investment property, loans, chattel paper, general intangibles
               and instruments;"

     2.2  The first sentence of Section 2 of the Agreement shall be amended to
read in its entirety as follows:

          "This Agreement secures the payment of all obligations of the Pledgor
          now or hereafter existing under the Face Amount Certificate, the Face
          Amount Certificate Agreement and the Secured Hedging Transactions,
          whether for principal, interest, fees, expenses or otherwise, and all
          obligations of the Pledgor now or hereafter existing under this
          Agreement (all such obligations of the Pledgor being the
          "Obligations")."


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     3.   REPRESENTATIONS AND WARRANTIES. In order to induce the Agent to enter
into this Amendment, the Pledgor hereby represents and warrants that the
representations and warranties set forth in Section 5 of the Agreement are true,
correct and complete on the date hereof as if made on and as of the date hereof.

     4.   EFFECTIVE DATE. This Amendment shall become effective as of the date
above first written upon receipt by the Agent of (i) counterparts of this
Amendment duly executed by the Pledgor, (ii) counterparts of the amendment to
the Liquidity Agreement duly executed by the parties thereto, and (iii) such
other documents as the Agent may request.

     5.   RATIFICATION. The Agreement as amended hereby, is hereby ratified,
approved and confirmed in all respects.

     6.   REFERENCE TO AGREEMENT. From and after the effective date hereof, each
reference in the Agreement to "this Agreement", "hereof', or "hereunder" or
words of like import, and all references to the Agreement in any and all
agreements, instruments, documents, notes, certificates and other writings of
every kind and nature shall be deemed to mean the Agreement, as amended by this
Amendment.

     7. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

     8.   EXECUTION IN COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.

     IN WITNESS WHEREOF, the Pledgor and the Agent have executed this Amendment
as of the date first above written.

                                             312 CERTIFICATE COMPANY

                                             By: /s/ William D. Morris
                                                --------------------------
                                                Name:  William D. Morris
                                                Title: CEO


                                             THE FIRST NATIONAL BANK OF CHICAGO,
                                             as Agent

                                             By: /s/ Stephanie Wolf
                                                --------------------------
                                                Name:  Stephanie Wolf
                                                Title: First Vice President


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