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                        CUSTODY AGREEMENT

                            between

                      SIGNET TRUST COMPANY

                              and

                    BRAVO TRUST SERIES 1997-1

                   Dated as November 25, 1997


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CUSTODY AGREEMENT ("Custody Agreement" or "Agreement") made this 25th day of
November, 1997 by and between SIGNET TRUST COMPANY, a subsidiary trust company
organized and existing under the laws of The Commonwealth of Virginia through
its Corporate Trust Department ("Custodian") and BRAVO TRUST Series 1997-1, a
trust organized pursuant to a Declaration of Trust and Trust Agreement dated
November 25, 1997 (the "Trust Agreement"), acting through The Bank of New
York (the "Trust").  Capitalized terms not otherwise defined herein shall
have the meanings ascribed thereto in the Trust Agreement.

The Trust and Custodian hereby agree that, in consideration of the mutual
promises and covenants contained herein, Custodian shall hold in custody and
shall distribute the Custodial Property (as defined herein) in accordance
with and subject to the following Instructions and Terms and Conditions:

                            I.  INSTRUCTIONS:

1.   CUSTODIAL PROPERTY
     The property deposited with Custodian is the Separate Account Group
     Annuity Contract as set forth in Schedule 1 to the Trust Agreement,
     the receipt of which is acknowledged by the Custodian by its delivery
     of a written receipt to the Trust.

     The foregoing property is referred to herein as "Custodial Property."

2.   DISTRIBUTION OF CUSTODIAL PROPERTY

     Custodian is directed to hold the Custodial Property until receipt of
     written instructions from the Trustee under the Trust Agreement.

3.   ADDRESSES

     Notices, instructions and other communications shall be sent to
     Custodian, Signet Trust Company, Attention:  Corporate Trust Department,
     7 North 8th Street, Second Floor, Richmond, Virginia 23219, and to the
     Trust c/o The Bank of New York, 101 Barclay Street, Floor 12 East, New
     York, New York 10286, Attention:  Asset Backed Finance Unit.

4.   DISTRIBUTION OF CUSTODIAL PROPERTY UPON TERMINATION
     Upon termination of this Custody Agreement, Custodial Property then held
     hereunder shall be distributed as follows to or on the order of the
     Trustee.


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5.  COMPENSATION

    (a)  At the time of execution of this Custody Agreement, the Trust shall
         cause Lehman Brothers Inc. to pay Custodian an acceptance fee of
         $1,745.00.  In addition, the Trust shall cause Lehman Brothers Inc.
         to pay Custodian an initial fee of $1,000.00, payable upon execution
         of this Agreement, and thereafter the Trust shall pay to the Custodian
         a fee of $1,000.00 on each anniversary date of this Agreement.

    (b)  The Trust shall be responsible for and shall reimburse Custodian
         upon demand for all reasonable expenses, disbursements and advances
         incurred or made by Custodian in connection with this Agreement.

6.  SUBORDINATION

         The Custodian agrees that all amounts payable to it by the Trust
         under this Agreement, other than the amounts referenced in section 5(a)
         hereof, shall be subordinate to payments owed by the Trust to the
         Holders of Class A Trust Certificates.

                        II.     TERMS AND CONDITIONS:

1.   The duties, responsibilities and obligations of Custodian shall be
     limited to those expressly set forth herein and no duties,
     responsibilities or obligations shall be inferred or implied.  Custodian
     shall not be subject to, nor required to comply with, any other
     agreement between or among the Trust or Trust's Agent or to which the Trust
     or Trust's Agent is a party, even though reference thereto may be made
     herein, or to comply with any direction or instruction (other than those
     contained herein or delivered in accordance with this Custody Agreement)
     from the Trust or Trust's Agent or any entity acting on its behalf.
     Custodian shall not be required to, and shall not, expend or risk any of
     its own funds or otherwise incur any financial liability in the performance
     of any of its duties hereunder.

2.   This Agreement is for the exclusive benefit of the parties hereto and
     their respective successors hereunder, and shall not be deemed to give,
     either express or implied, any legal or equitable right, remedy, or claim
     to any other entity or person whatsoever.

3.   If at any time Custodian is served with any judicial or administrative
     order, judgment, decree, writ or other form of judicial or administrative
     process which in any


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     way affects Custodial Property (including but not limited to orders of
     attachment or garnishment or other forms of levies or injunctions or stays
     relating to the transfer of Custodial Property), Custodian shall
     immediately notify the Trustee in writing.  The Custodian is authorized to
     comply therewith in any manner as it or its legal counsel of its own
     choosing deems appropriate upon prior written notice to the Trustee; and if
     Custodian complies with any such judicial or administrative order,
     judgment, decree, writ or other form of judicial or administrative process.
     Custodian shall not be liable to any of the parties hereto or to any other
     person or entity even though such order, judgment, decree, writ or process
     may be subsequently modified or vacated or otherwise determined to have
     been without legal force or effect.

4.   (a)  Custodian shall not be liable for any action taken or omitted or for
     any loss or injury resulting from its actions or its performance or lack
     of performance of its duties hereunder in the absence of negligence or
     willful misconduct on its part.  In no event shall Custodian be liable
     (i) for acting in accordance with or relying upon any instruction, notice,
     demand, certificate or document from the Trust or Trust's Agent (ii) for
     any consequential, punitive or special damages or (iii) for an amount in
     excess of the value of the Custodial Property, valued as of the date of
     deposit.

     (b)  Custodian may consult with legal counsel at the expense of the Trust
     as to any matter relating to this Custody Agreement, and Custodian shall
     not incur any liability in acting in good faith in accordance with any
     advice from such counsel.

     (c)  Custodian shall not incur any liability for not performing any act
     or fulfilling any duty, obligation or responsibility hereunder by reason
     of any occurence beyond the control of Custodian (including but not limited
     to any act or provision of any present or future law or regulation or
     governmental authority, any act of God or war, or the unavailability of
     the Federal Reserve Bank wire or telex or other wire or communication
     facility).

5.   Custodian shall not be responsible in any respect for the form, execution,
     validity, value or genuineness of documents deposited hereunder, or for
     any description therein, or for the identity, authority or rights of


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     persons executing or delivering or purporting to execute or deliver any
     such document or endorsement.

6.   Notices, instructions or other communications shall be in writing and
     shall be given to the address set forth in the "Addresses" provision herein
     (or to such other address as may be substituted therefor by written
     notification to Custodian or the Trust).  Notices to Custodian shall be
     deemed  to be given when actually  received by Custodian's Corporate Trust
     Department.  Custodian is authorized to comply with and rely upon any
     notices, instructions or other communications believed by it to have been
     sent or given by the Trust or by a person or persons authorized by the
     Trust.  Whenever under the terms hereof the time for giving a notice or
     performing an act falls upon a Saturday, Sunday, or banking holiday, such
     time shall be extended to the next day on which Custodian is open for
     business.

7.   The Trust shall be liable for and shall reimburse and imdemnify Custodian
     and hold Custodian harmless from and against any and all claims, losses,
     liabilities, costs, damages or expenses (including reasonable attorneys'
     fees and expenses) (collectively, "Losses") arising from or in connection
     with or related to this Custody Agreement or being Custodian hereunder
     (including but not limited to Losses incurred by Custodian in connection
     with its successful defense, in whole or in part, of any claim of
     negligence or willful misconduct on its part), provided, however, that
     nothing contained herein shall require Custodian to be indemnified for
     Losses caused by its negligence or willful misconduct.

8.   (a) The Trust may remove Custodian at any time by giving to Custodian
     thirty (30) calendar days' prior notice in writing.  Custodian may resign
     at any time by giving to Depositors fifteen (15) calendar days' prior
     written notice thereof.

     (b) Within ten (10) calendar days after giving the foregoing notice of
     removal to Custodian or receiving the foregoing notice of resignation
     from Custodian, the Trust shall appoint a successor Custodian.  If a
     successor Custodian has not accepted such appointment by the end of such
     10-day period, Custodian may, in its sole discretion, deliver the
     Custodial Property to the Trust at the address provided herein or may
     apply to a court of competent jurisdiction for the appointment of a
     successor Custodian or for other appropriate relief.  The costs and
     expenses (including reasonable attorneys'


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     fees and expenses) incurred by Custodian in connection with such
     proceeding shall be paid by the Trust.

     (c)  Upon receipt of the identity of the successor Custodian, Custodian
     shall deliver the Custodial Property then held hereunder to the successor
     Custodian.

     (d)  Upon delivery of the Custodial Property to the successor Custodian,
     Custodian shall have no further duties, responsibilities or obligations
     hereunder.

9.   In the event of any ambiguity or uncertainty hereunder or in any notice,
     instruction or other communication received by Custodian hereunder,
     Custodian  may, in its sole discretion, refrain from taking any action
     other than retaining possession of the Custodial Property, unless
     Custodian receives written instructions, signed by the Trust, which
     eliminates such ambiguity or uncertainty.

10.  This agreement shall be interpreted, construed, enforced and administered
     in accordance with the internal substantive laws (and not the choice of
     law  rules) of The Commonwealth of Virginia, except that the rights,
     privileges and immunities of The Bank of New York shall be governed by
     the laws of the State of New York.

11.  Except as otherwise permitted herein, this Custody Agreement may be
     modified only by a written amendment signed by all the parties hereto,
     and no waiver of any provision hereof shall be effective unless
     expressed in a writing signed by the party to be charged.

12.  The rights and remedies conferred upon the parties hereto shall be
     cumulative, and the exercise or waiver of any such right or remedy shall
     not preclude or inhibit the exercise of any additional rights or remedies.
     The waiver of any right or remedy hereunder shall not preclude the
     subsequent exercise of such right or remedy.

13.  Each party hereto hereby represents and warrants (a) that this Custody
     Agreement has been duly authorized, executed and delivered on its behalf
     and constitutes its legal, valid and binding obligation and (b) that the
     execution, delivery and performance of this Custody Agreement by each party
     hereto do not and will not violate any applicable law or regulation.


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14.  The invalidity, illegality or unenforceability of any provision of this
     Agreement shall in no way affect the validity, legality or enforceability
     of any other provision; and if any provision is held to be enforceable as a
     matter of law, the other provisions shall not be affected thereby and shall
     remain in full force and effect.

15.  This Agreement shall constitute the entire agreement of the parties with
     respect to the subject matter and supersedes all prior oral or written
     agreements in regard thereto.

16.  This Agreement shall terminate upon the distribution of all Custodial
     Property.  The provisions of these Terms and Conditions shall survive
     termination of this Custody Agreement and/or the resignation or removal of
     the Custodian.

17.  This Custody Agreement may be executed by each of the parties hereto in
     any number of counterparts, each of which counterpart, when so executed and
     delivered, shall be deemed to be an original and all such counterparts
     shall together constitute one and the same agreement.

18.  Notwithstanding any prior termination of this Agreement, neither the
     Custodian nor the Trustee shall, prior to the date which is one year and
     one day after the termination of this Agreement and payment in full of the
     Class A Trust Certificates, acquiesce, petition or otherwise invoke or
     cause the Trust to invoke the process of any court or governmental
     authority for the purpose of commencing or sustaining a case against the
     Trust under any federal or state bankruptcy, insolvency or similar law or
     appointing a receiver, liquidator, assignee, trustee, custodian,
     sequestrator or other similar official of the Trust or any substantial
     part of its property, or making a general assignment for the benefit of
     creditors, or ordering the winding up or liquidation of the affairs of the
     Trust.

     The Custodian acknowledges and agrees that this Custody Agreement is being
executed by The Bank of New York in its capacity as Trustee for the Trust and
not in its individual capacity, and in no event shall The Bank of New York have
any liability for the representations, warranties, covenants or other
obligations of the Trust hereunder, as to which recourse shall be had solely to
the assets of the Trust.



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     IN WITNESS WHEREOF, each of the parties have caused this Custody Agreement
to be executed by a duly authorized officer as of the day and year first written
above.

                                      THE BANK OF NEW YORK, as Trustee for
                                      BRAVO Trust Series 1997-1, Not
                                      in its Individual Capacity

                                      By: /s/ Cheryl L Laser
                                          -----------------------------------
                                          Name:    CHERYL L. LASER
                                          Title:   Assistant Vice President

                                      SIGNET TRUST COMPANY

                                      By: /s/ Claire M. Morris
                                          -----------------------------------
                                          Name:    CLAIRE M. MORRIS
                                          Title:   ASSISTANT VICE PRESIDENT


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