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                               BANK ONE, KENTUCKY, N.A.

                              STANDARD CUSTODY AGREEMENT


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                               BANK ONE, KENTUCKY, N.A.
                              STANDARD CUSTODY AGREEMENT

                                    EXECUTION FORM

Name of Principal:            312 CERTIFICATE COMPANY
                         ---------------------------------------------------

Address of Principal:
                         ---------------------------------------------------

Execution Date:
                         ---------------------------------------------------

Effective Date:
                         ---------------------------------------------------

This Standard Custody Agreement is entered into on the Execution Date set forth
above, effective on the Effective Date set forth above, by and between the above
named Principal ("Principal") and Bank One, Kentucky, N.A., ("Custodian"), with
its principal offices located at 416 West Jefferson Street, Louisville, KY
40202. In consideration of the mutual covenants and conditions of this
agreement, the Custodian and Principal hereby agree to the provisions of this
agreement attached hereto and the Schedules, if any, of this agreement attached
hereto.

IN WITNESS WHEREOF, this agreement is executed by Custodian and the Principal on
the Execution Date.

CUSTODIAN                               PRINCIPAL

Bank One, Kentucky, N.A.                312 CERTIFICATE COMPANY

By /s/ Thomas S. Albright               By: /s/ Robert L. Maddox
   -----------------------------           ---------------------------
Printed Name: Thomas S. Albright        Printed Name: Robert L. Maddox
              ------------------                      ----------------
Title: VP                               Title: President
       -------------------------               -----------------------
Dated: 4/21/98                          Dated: 4/23/98
       -------------------------               -----------------------

                                        By: /s/ Robert L. Maddox
                                           ---------------------------
                                        Printed Name: Robert L. Maddox
                                                      ----------------
                                        Title: President
                                               -----------------------
                                        Dated: 4/23/98
                                               -----------------------


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                              BANK ONE, KENTUCKY, N.A.

                            STANDARD CUSTODY AGREEMENT

                          TABLE OF CONTENTS FOR PROVISIONS

Section 1  Appointment of Custodian
Section 2  Delivery of Securities, Cash and Other Property
Section 3  Accounts
Section 4  Proper Instructions
Section 5  Collection of Income
Section 6  Short-Term Investments
Section 7  Payment of Monies
Section 8  Duties of Custodian with Respect to Securities of the
            Principal Held by Custodian
Section 9  Voting and Other Actions
Section 10 Responsibility of Custodian
Section 11 Records and Reports
Section 12 Effective Period, Termination and Interpretive and
            Additional Provisions
Section 13 Successor Custodian
Section 14 Compensation of Custodian and Reimbursement of Expenses
Section 15 Notices
Section 16 Overdrafts or Indebtedness
Section 17 Governing Law
Section 18 Severability
Section 19 Non-Waiver
Section 20 No Third Party Benefit
Section 21 Captions
Section 22 Dispute Resolution and Arbitration
Section 23 Entire Agreement

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                              BANK ONE, KENTUCKY, N.A.

                             STANDARD CUSTODY AGREEMENT

                                     PROVISIONS

These Provisions are applicable to the Standard Custody Agreement between the
Custodian and the Principal described in the foregoing Execution Form.

     1.   APPOINTMENT OF CUSTODIAN. Subject to the terms and conditions of this
agreement, the Principal hereby appoints and Custodian hereby accepts the
appointment by the Principal as custodian for certain cash, securities and other
property owned by the Principal and delivered to Custodian.

     2.   DELIVERY OF SECURITIES, CASH AND OTHER PROPERTY. The Principal shall
deliver to Custodian cash, securities and other property. Custodian shall accept
for deposit hereunder additional cash, securities and property upon receiving
written notice from Principal. Custodian shall only be responsible for custody
hereunder of cash, securities and property delivered to it and then only while
the cash, securities and property are held in and as a part of the custodial
account. Such cash, securities (hereinafter "Securities") and other property
held in and as part of the custodial account shall hereinafter be referred to as
the "Assets."

     3.   ACCOUNTS. Custodian shall open and maintain a separate account or
accounts in the name of the Principal, subject only to draft or order by
Custodian pursuant to the terms of this agreement, and shall maintain in such
account or accounts all cash received by it for the account of the Principal.
All separate accounts governed by this agreement are listed in Schedule B
attached hereto.

     4.   PROPER INSTRUCTIONS. For purposes of this agreement, "proper
instructions" shall mean (a) any oral authorizations, instructions or approvals
of any kind transmitted to Custodian in person or by telephone by a person
believed in good faith by Custodian to be a person authorized by a resolution of
the Board of Directors of the Principal; or (b) written authorizations,
instructions, or approvals of any kind transmitted to Custodian by mail,
personal delivery, facsimile, telegram or other written means by a person
believed in good faith by Custodian to be a person authorized by a resolution of
the Board of Directors of the Principal to give such authorizations,
instructions or approvals on behalf of the Principal. The Principal shall
confirm any oral authorization, instruction or approval described in (a), above,
the same business day by transmittal to Custodian of a written authorization,
instruction or approval described in (b), above.

     5.   COLLECTION OF INCOME. Custodian shall collect all income and other
payments with respect to registered Securities held hereunder to which the
Principal shall be entitled by law or pursuant to custom in the securities
business, and shall collect all income and principal and other payments with
respect to bearer Securities if, on the date of payment by the issuer, such
Securities are held by Custodian or agent thereof, and shall deposit such income
and principal, as collected, into the Principal's account. Without limiting the
generality of the foregoing, Custodian shall detach and present for payment all
coupons and other income and principal items requiring presentation as and when
they become due, shall collect dividends and interest when due on Securities
held hereunder, and shall endorse and deposit for collection, in the name of the
Principal, checks, drafts, and other negotiable instruments on the same day as
received.

          With respect to Securities of foreign issuers, while Custodian will
use its best efforts to collect any monies which may to its knowledge become
collectible arising from such Securities, including dividends, interest and
other income, it is understood that Custodian shall be under no responsibility
for any failure or delay in effecting such collections or giving such notices.

                                         -4-

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          Custodian shall not be under any obligation or duty to take action to
effect collection of any amount, if the Securities (domestic or foreign) on
which such amount is payable are in default and payment is refused after due
demand or presentation. Custodian will, however, notify the Principal in writing
of such default and refusal to pay.

     6.   SHORT-TERM-INVESTMENTS. It is contemplated that Principal will, from
time to time, provide Custodian with written guidelines setting forth specific
short term interest bearing and short term discount obligations which are
acceptable to Principal, and Custodian agrees to act within said guidelines.

          In the absence of written guidelines from Principal, Custodian is
specifically authorized, empowered and directed to invest any short term monies
in:

               (i)       Securities of any open-end or closed-end management
               type investment company or investment trust registered under the
               Investment Company Act of 1940, as amended, which would be
               regarded by prudent businessmen as a safe investment. The fact
               that Custodian, any affiliate of Custodian, or any affiliate of
               BANC ONE CORPORATION is providing services to and receiving
               remuneration from the foregoing investment company or investment
               trust as investment advisor, custodian, transfer agent,
               registrar, or otherwise shall not preclude Custodian from
               investing in the securities of such investment company or
               investment trust;

               (ii)      Savings accounts, time deposit accounts, certificates
               of deposit, money market funds or other evidences of deposit
               issued by Bank One, Columbus, N.A. and/or any other national
               bank, savings and loan institution, state member bank, state
               non-member bank, or other depository institution which now or in
               the future is an affiliate or subsidiary of Custodian or of BANC
               ONE CORPORATION.

     7.   PAYMENT OF MONIES. Custodian shall pay out monies from the custodian
account in the following cases only:

          (a)  Upon the purchase of Securities for the account of the Principal
               but only (i) against the delivery of such Securities to Custodian
               (or any bank, banking firm or trust company doing business in the
               United States or abroad which has been designated by Custodian as
               its agent for this purpose) registered in the name of the
               Principal or in the name of a nominee of the Principal or in the
               name of a nominee of Custodian or in proper form for transfer;
               (ii) in the case of a purchase effected through a Securities
               Depository, in accordance with the conditions set forth in
               Section 8 below; or (iii) in the case of repurchase agreements
               entered into between the Principal and another bank or
               broker-dealer, against delivery of Securities either in
               certificate form or through an entry crediting Custodian's
               account at the Federal Reserve Bank with such securities.

          (b)  In connection with conversion, exchange or surrender of
               Securities owned by the Principal as set forth in Section 8 of
               this agreement;

          (c)  For any other purpose of the Principal, but only upon receipt of
               proper instructions from the Principal specifying the amount of
               such payment, setting forth the purpose for which such payment is
               to be made, declaring such purpose to be a proper purpose, and
               naming the person or persons to whom such payment is to be made.


                                         -5-
<PAGE>

     8.   DUTIES OF CUSTODIAN WITH RESPECT TO SECURITIES OF THE PRINCIPAL HELD
BY CUSTODIAN.

          (a)  DEPOSIT OF SECURITIES. Custodian may deposit the Securities:

               (i)    in the bank vault of Custodian;

               (ii)   in such other banks or trust companies as Custodian may
                      deem appropriate;

               (iii)  in its accounts with a clearing agency registered with
                      the Securities and Exchange Commission (the "Commission")
                      under Section 17A of the Securities Exchange Act of 1934
                      (the "Exchange Act"), which acts as a securities
                      depository (the "Securities Depository"); or

               (iv)   in a book-entry account which is maintained for the
                      Custodian by a Federal Reserve Bank (the "Book Entry
                      Account").

          (b)  SECURITIES DEPOSITORY AND BOOK ENTRY ACCOUNTS. So long as
               Custodian maintains any account pursuant to subparagraphs
               (a)(iii) or (a)(iv) above for the Principal, Custodian shall:

               (i)    deposit the Securities in such an account that includes
                      only assets held for the Principal;

               (ii)   with respect to Securities transferred to the account of
                      the Principal, identify as belonging to the Principal a
                      quantity of such Securities in the fungible bulk of
                      Securities (A) registered in the name of Custodian or its
                      nominee, or (B) shown on Custodian's account on the books
                      of the Securities Depository, the Book-Entry Account, or
                      Custodian's agent;

               (iii)  promptly send to the Principal reports received from the
                      appropriate Federal Reserve Bank or Securities Depository
                      on its system of internal accounting control; and

               (iv)   send to the Principal such reports of the systems of
                      internal accounting control of Custodian and its agents
                      through which such Securities are deposited as are
                      available and as the Principal may reasonably request
                      from time to time.

          (c)  HOLDING SECURITIES. Custodian shall hold and physically segregate
               for the account of the Principal all Securities owned by the
               Principal other than Securities held in a Securities Depository
               or Book Entry Account, as provided in subparagraphs (a) and (b)
               of this Section 8.

          (d)  REGISTRATION OF SECURITIES. Securities held by Custodian (other
               than bearer Securities) shall be registered in the name of the
               Principal or in the name of any nominee of the Principal or of
               any nominee of Custodian. All Securities accepted by Custodian on
               behalf of the Principal under the terms of this agreement shall
               be in "street name" or other good delivery form.

          (e)  DELIVERY OF SECURITIES. Custodian shall release and deliver
               Securities owned by the Principal held by Custodian or in a
               Securities Depository or Book Entry Account for Custodian only
               upon receipt of proper instructions, which may be continuing
               instructions when Principal and Custodian specifically agree in
               writing, and only in the following cases:

                                         -6-

<PAGE>
               (i)    Upon the sale of such Securities for the account of the
                      Principal and the receipt of payment therefor;

               (ii)   Upon the receipt of payment in connection with any
                      repurchase agreement related to such Securities entered
                      into by the Principal;

               (iii)  In the case of a sale effected through a Securities
                      Depository or Book Entry Account, in accordance with the
                      provisions of subparagraphs (a) and (b) of this section
                      8;

               (iv)   In connection with tender or other similar offers for
                      Securities owned by the Principal, provided that, in any
                      such case, the cash or other consideration is to be
                      delivered to Custodian;

               (v)    To the issuer thereof or its agent when such Securities
                      are called, redeemed, retired, or otherwise become
                      payable, provided that, in any such case, the cash or
                      other consideration is to be delivered to Custodian;

               (vi)   To the issuer thereof, or its agent, for transfer into
                      the name of the Principal, or into the name of any
                      nominee or nominees of Custodian, or for exchange for a
                      different number of bonds, certificates or other evidence
                      representing the same aggregate face amount or number of
                      units, or for exchange of interim receipts or temporary
                      securities for definitive securities, provided that, in
                      any such case, the new Securities are to be delivered to
                      Custodian;

               (vii)  To the broker selling the same for examination in
                      accordance with "street delivery" custom provided that
                      Custodian may adopt such procedures to ensure their
                      prompt return to Custodian by the broker in the event the
                      broker elects not to accept them;

               (viii) For exchange or conversion pursuant to any plan of
                      merger, consolidation, recapitalization, reorganization,
                      or readjustment of the Securities of the issuer of such
                      Securities, or pursuant to provisions for conversion
                      contained in such Securities, provided that, in any such
                      case, the new Securities and cash, if any, are to be
                      delivered to Custodian.

               (ix)   In the case of warrants, rights or similar Securities,
                      the surrender thereof upon the exercise of such warrants,
                      rights or similar Securities or the surrender of interim
                      receipts or temporary Securities for definitive
                      Securities, provided that, in any such case, the new
                      Securities and cash, if any, are to be delivered to
                      Custodian;

               (x)    For delivery in connection with any loans of Securities
                      made by the Principal, but only against receipt of
                      adequate collateral as specified from time to time by
                      proper instructions of the Principal;

               (xi)   For delivery as security in connection with any
                      borrowings by the Principal requiring a pledge of assets
                      by the Principal but only against receipt of amounts
                      borrowed;

               (xii)  For delivery in accordance with the provisions of any
                      agreement among the Principal, Custodian and a
                      broker-dealer registered under the Exchange Act and a
                      member of the National Association of Securities
                      Dealers, Inc. ("NASD"), relating to compliance with the
                      rules of The Options Clearing Corporation (the "O.C.C.")

                                         -7-
<PAGE>

                      and of any registered national securities exchange or any
                      similar organization, regarding escrow or other
                      arrangements in connection with transactions of the
                      Principal; and

               (xiii) For any other purpose of the Principal, but only upon
                      receipt of proper instructions from the Principal
                      specifying the Securities to be delivered, setting forth
                      the purpose for which such delivery is to be made,
                      declaring such purpose to be a proper purpose, and naming
                      the person or persons to whom delivery of such Securities
                      shall be made.

          (f)  SECURITY HOLDINGS DISCLOSURE. Custodian is not authorized and
               shall not disclose the name, address or security positions of the
               Principal in response to requests concerning shareholder
               communications under Section 14 of the Exchange Act, the rules
               and regulations thereunder, and any similar statute, regulation,
               or rule in effect from time to time.

     9.   VOTING AND OTHER ACTIONS. Custodian shall promptly deliver or mail to
the Principal all forms of proxies and all notices of meetings affecting or
relating to Securities held for the account of the Principal. Upon receipt of
proper instructions, Custodian shall execute and deliver such proxies or other
authorizations as may be required. Neither Custodian nor its nominee shall vote
any Securities or execute any proxy to vote the same or give any consent to take
any other action with respect thereto.

          Custodian shall release and deliver such Securities and take any other
action as directed by the Principal, with respect to dividends, splits,
distributions, spin-offs, puts, calls, conversions, redemptions, tenders,
exchanges, mergers, reorganizations, rights, warrants or any other similar
activity relating to the Securities. Custodian shall request direction of
Principal upon receipt of actual notice where Principal has an option as to any
such activity. For purposes of this paragraph, Custodian shall be deemed to have
actual notice if any such activity is published in one or more of the following
publications: J.J. Kenny's Munibase System, Financial Card Service, Xitek, Inc.,
Standard & Poors' Called Bond Listing, Depository Trust Reorganization Notices,
and THE WALL STREET JOURNAL. If Custodian does not have actual notice of such
activity, any such activity will be handled by Custodian on a "best efforts"
basis.

     10.  RESPONSIBILITY OF CUSTODIAN. As long as and to the extent that it
exercises reasonable care, Custodian shall not be responsible for the title,
validity or genuineness of any property or evidence of title thereto received by
it or delivered by it pursuant to this agreement and Custodian shall be held
harmless in acting upon proper instructions and shall be entitled to receive as
conclusive proof of any fact or matter required to be ascertained by it
hereunder, a certificate by the President, Treasurer, or Secretary or Assistant
Secretary of the Principal. Custodian may receive and accept a certified
resolution of the Board of Directors of the Principal as conclusive evidence of
the authority of any person to act in accordance with such vote.

          Custodian shall be entitled to rely upon and may act upon advice of
counsel (who may or may not be counsel for the Principal) on all matters, and
shall be without liability for any action reasonably taken or omitted pursuant
to such advice.

          If the Principal requires Custodian to take any action with respect to
Securities, which action involves the payment of monies or which action may, in
the opinion of Custodian, result in Custodian's or its nominee's being liable
for the payment of money or incurring liability of some other form, the
Principal, as a prerequisite to requiring Custodian to take such action, shall
provide indemnity to Custodian in an amount and form satisfactory to Custodian.

          Principal hereby agrees to indemnify Custodian and hold Custodian
harmless from and against any and all costs, expenses, damages, liabilities and
claims (including reasonable attorneys' fees and accountants' fees) sustained or
incurred by or asserted against Custodian by reason or as a result of any action
or inaction, or arising


                                         -8-
<PAGE>

out of Custodian's performance hereunder; provided, that Principal shall not
indemnify Custodian for those costs, expenses, damages, liabilities or claims
arising out of Custodian's negligence or willful misconduct. This indemnity
shall be a continuing obligation of Principal, its successors and assigns,
notwithstanding the termination of this agreement.

          Custodian shall not be responsible or liable for any failure or delay
in the performance of its obligations under this agreement arising out of or
caused directly or indirectly, by circumstances beyond its reasonable control,
including without limitation: acts of God; earthquakes; fires; floods; wars;
civil or military disturbance; sabotage; epidemics; riots; interruptions, loss
or malfunctions of utilities, communications service; accidents; labor disputes;
acts of civil or military authority; governmental action; or inability to obtain
labor, material, equipment or transportation.

          Custodian shall have no duties or responsibilities whatsoever except
such duties and responsibilities as are specifically set forth in this
agreement.

     11.  RECORDS AND REPORTS. Principal hereby acknowledges that it may have
the right to receive broker confirmations within the time period prescribed by
12 C.F.R. Section 12.5 at no additional cost. In lieu of receiving such
confirmations within such time period, Custodian and Principal agree to the
alternative procedures set forth in this Section 11. Custodian shall create and
maintain records relating to its activities and obligations under this agreement
as Custodian and the Principal shall agree to and in such manner as will meet
the obligations of the Principal, if any, under Federal and State tax laws and
any other law or administrative rules or procedures which may be applicable to
the Principal. All such records shall remain the property of the Principal, and
shall be open to the inspection and audit at reasonable times by duly authorized
officers, employees or agents of the Principal. Custodian shall, at the
Principal's request, supply the Principal with a tabulation of Securities owned
by the Principal and held by Custodian and shall supply to the Principal a
report from time to time as the parties shall agree of all monies received or
paid on behalf of the Principal and of the resultant cash balance, and such
other reports as the Principal may reasonably request.

     12.  EFFECTIVE PERIOD, TERMINATION AND INTERPRETIVE AND ADDITIONAL
PROVISIONS. This agreement shall become effective as of the date first set forth
on the Execution Form of this agreement and may be terminated by either party by
90 days advance notice. Upon termination hereof, the Principal shall pay to
Custodian such compensation as may be due as of the date of such termination,
and shall likewise reimburse Custodian for its costs, expenses and disbursements
as contemplated by this agreement. Upon termination, except as otherwise
provided herein including the payment of all monies owed to Custodian as set
forth in Section 14, all obligations of each party to the other party hereunder
shall cease.

          In connection with the operation of this agreement, Custodian and the
Principal may agree from time to time on such provisions interpretive or in
addition to the provisions of this agreement as may in their joint opinion be
consistent with the general tenor of this agreement. Any such interpretive or
additional provisions shall be signed by both parties and annexed hereto,
provided that no such interpretive or additional provisions shall contravene any
applicable federal or state law regulations.

     13.  SUCCESSOR CUSTODIAN. If a successor custodian is appointed by the
Principal, Custodian shall, upon termination, deliver to such successor
custodian, duly endorsed and in form for transfer, all Securities then held
hereunder and all other property of the Principal deposited with or held by it
hereunder and Custodian shall be released of all duties and obligations under
this agreement. If no such successor custodian is appointed and this agreement
is terminated pursuant to Section 12, Custodian shall, in like manner, at its
office, upon receipt of proper instructions from the Principal, deliver such
property in accordance with such instructions. Delivery and release of
Securities and other property shall be made provided Custodian shall have no
liability for shipping or insurance costs associated therewith and full payment
has been made to Custodian of all its compensation, costs, expenses and other
amounts hereunder.


                                         -9-
<PAGE>

          In the event that property of the Principal remains in the possession
of Custodian after the date of termination hereof owing to the failure of the
Principal to appoint a successor custodian or provide proper instructions,
Custodian shall be entitled to compensation for its services during such period
and the provisions of this agreement relating to the duties and obligations of
Custodian shall remain in full force and effect. Alternatively, Custodian shall
have the right to commence an action in the nature of an interpleader, and seek
to deposit the property in a court of competent jurisdiction.

     14.  COMPENSATION OF CUSTODIAN AND REIMBURSEMENT OF EXPENSES. Custodian
shall be entitled to compensation for its services as set forth in Schedule A
attached hereto and made a part hereof (the "Fee Schedule"), for
reimbursement of its out of pocket expenses as provided in this agreement,
and for all other necessary and proper disbursements and expenses made or
incurred by Custodian in the performance of its duties and obligations under
this agreement. The Principal shall pay or reimburse Custodian from time to
time for any transfer taxes payable upon transfers of Securities made
hereunder.

          The Principal shall promptly pay or reimburse Custodian for the
payment of any expense or liability named by the Principal, including but not
limited to the following payments for the account of the Principal: delivery
charges, insurance, interest, taxes, management, accounting and legal fees, and
other operating expenses of the Principal.

     15.  NOTICES. Any notices required or desired to be given to any party
hereto shall be in writing, shall be addressed to such other party at that
party's address set forth at the beginning of this agreement and shall be deemed
given when deposited in the United States mail, certified, return receipt
requested, or actually received by the party to whom it was addressed if
delivered by an alternate method. Any party may change the address to which
notices or other communications are to be given by giving the other party notice
of such change.

     16.  OVERDRAFTS OR INDEBTEDNESS. If Custodian, in its sole discretion,
advances cash on behalf of the Principal which results in an overdraft because
the cash held by Custodian for the account of the Principal shall be
insufficient to pay the total amount payable upon a purchase of Securities as
set forth in proper instructions or which results in an overdraft for some other
reason, or if the Principal is for any other reason indebted to Custodian
(including any amount owed by Principal to Custodian pursuant to Section 14,
above, and except for other borrowings for temporary or emergency purposes using
securities as collateral pursuant to a separate agreement), such overdraft or
indebtedness shall be deemed to be a loan made by Custodian to the Principal
payable on demand and shall bear interest from the date incurred at a rate per
annum (based on a 360-day year for the actual number of days involved) equal to
2% over the prime rate in effect from time to time as announced by THE WALL
STREET JOURNAL under the section titled MONEY RATES, or any successor title,
such rate to be adjusted on the effective date of any change in such prime rate.
In addition, the Principal hereby grants to and agrees that Custodian shall have
a continuing lien and security interest in and to any property at any time held
by it for the benefit of the Principal or in which the Principal may have an
interest which is then in Custodian's possession or control or in possession or
control, of any third party acting on Custodian's behalf. The Principal
authorizes Custodian, in its sole discretion, at any time to charge any such
overdraft or indebtedness together with interest due thereon against any balance
of account standing to the Principal's credit on the Custodian's books.

     17.  GOVERNING LAW. This agreement shall be construed and enforced
according to the laws of the State of Kentucky and all provisions shall be
administered according to the laws of said State, except as said laws are
superseded or preempted by any Federal law.

     18.  SEVERABILITY. The intention of the parties to this agreement is to
comply fully with all laws, rules, regulations and public policies, and this
agreement shall be construed consistently with all laws, rules, regulations
and public policies to the extent possible. If and to the extent that any court
of competent jurisdiction determines it is impossible to construe any provision
of this agreement consistently with any law, rule, regulation or public


                                         -10-
<PAGE>

policy and consequently holds that provision to be invalid, such holding shall
in no way affect the validity of the other provisions of this agreement, which
shall remain in full force and effect.

     19.  NON-WAIVER. No failure by any party to insist upon compliance with any
term of this agreement, to exercise any option, enforce any right, or seek any
remedy upon any default of any other party shall affect, or constitute a waiver
of, the first party's right to insist upon such strict compliance, exercise that
option, enforce that right, or seek that remedy with respect to that default or
any prior, contemporaneous, or subsequent default. No custom or practice of the
parties at variance with any provision of this agreement shall affect or
constitute a waiver of, any party's right to demand strict compliance with all
provisions of this agreement.

     20. NO THIRD PARTY BENEFIT. This agreement is intended for the exclusive
benefit of the parties to this agreement and their respective successors and
assigns, and nothing contained in this agreement shall be construed as creating
any rights or benefits in or to any third party.

     21.  CAPTIONS. The captions of the various sections of this agreement are
not part of the context of this agreement, but are only labels to assist in
locating those sections and shall be ignored in construing this agreement.

     22.  DISPUTE RESOLUTION AND ARBITRATION. Any controversy or claim arising
out of or relating to this agreement, or the breach of the same, shall be
settled through consultation and negotiation in good faith and a spirit of
mutual cooperation. However, if those attempts fail, the parties agree that any
misunderstandings or disputes arising from this agreement shall be decided by
arbitration which shall be conducted, upon request by either party, before three
(3) arbitrators (unless both parties agree on one (1) arbitrator) designated by
the American Arbitration Association (the "AAA"), in accordance with the terms
of the Commercial Arbitration Rules of the AAA, and, to the maximum extent
applicable, the United States Arbitration Act (Title 9 of the United States
Code), or if such Act is not applicable, any substantially equivalent state law.
The parties further agree that the arbitrator(s) will decide which party must
bear the expenses of the arbitration proceedings.

     23.  ENTIRE AGREEMENT. This agreement represents the entire agreement
between the parties and may not be modified or amended except by a writing
signed by the party to be charged, except as otherwise provided herein.


                                       -11-

<PAGE>

                              BANK ONE KENTUCKY, N.A.

                             STANDARD CUSTODY AGREEMENT

                                     SCHEDULE A

               SCHEDULE OF DOMESTIC CUSTODY FEES FOR ARM FINANCIAL GROUP

          This Schedule A sets forth the compensation agreed upon by 312
CERTIFICATE COMPANY  (the "Principal") to be paid to Bank One, Kentucky,
N.A., (the "Custodian") pursuant to the terms and conditions of Section 14 of
the Standard Custody Agreement effective __________, 19____ and executed by
such parties. Any changes to the fee schedule shall be by execution of a new
Schedule A.

Effective Date of this Fee Schedule: April 3, 1998
                                     -------------

Our basic approach to charging master custody fees is a blended fee structure
based on our fiduciary role, number of accounts opened, securities holdings, and
transaction volume.

Bank One's domestic custody services include safekeeping and controlling cash
and marketable securities in our nominee name via our trust accounting system;
processing the receipt and delivery of trades versus payment on a contractual
settlement date basis; collecting principal and income; investing cash balances
in a Bank One money market vehicle; monitoring for corporate actions; and
providing accountings of activity and positions as required.

Our quote is based upon our current understanding of services required and is
subject to change pending a detailed review of the portfolios and clarification
of additional services required.

I.   ACCOUNT FEE

A flat charge of $750 per month will apply to each account maintained.

II.  ISSUE HOLDING FEE

DTC/PTC/FED eligible security holdings $1.50 per issue per month

Physical exchange-traded security holdings $3.00 per issue per month

Unique assets such as closely held stock, limited partnerships, private
placements, insurance contracts, and other non exchange-traded assets are
subject to a flat annual fee per issue of $360 ($30/month) which includes year
end valuation. This fee increases to $50 per month per issue if monthly
valuation is required.

III. TRANSACTIONS

A fee of $15 will apply to all transactions including securities
purchases/sales, free receipts/deliveries, maturities/redemptions/exchanges and
outgoing wires. No transaction charges apply to dividend/interest payments and
Bank One sweep vehicle transactions.

A fee of $5 per principal paydown will apply to amortized securities.


                                         -12-
<PAGE>

IV.  ADDITIONAL FEES

<TABLE>
<S>                                     <C>
     Check Cut                          $ 10
     On-Line Portfolio Access*          $ 50 per month
     Out of pocket expenses at cost
</TABLE>

     Basic on-line system access; windows-based custody workstation software
     with significant additional flexibility is $350 per month.

CUSTODIAN                               PRINCIPAL

Bank One, Kentucky, N.A.                312 CERTIFICATE COMPANY

By /s/ Thomas S. Albright               By: /s/ Robert L. Maddox
   -----------------------------           ---------------------------
Printed Name: Thomas S. Albright        Printed Name: Robert L. Maddox
              ------------------                      ----------------
Title: VP                               Title: President
       -------------------------               -----------------------
Dated: 4/21/98                          Dated: 4/23/98
       -------------------------               -----------------------

                                        By: /s/ Robert L. Maddox
                                           ---------------------------
                                        Printed Name: Robert L. Maddox
                                                      ----------------
                                        Title: President
                                               -----------------------
                                        Dated: 4/23/98
                                               -----------------------


                                         -13-
<PAGE>

                              BANK ONE, KENTUCKY, N.A.

                             STANDARD CUSTODY AGREEMENT

                                     SCHEDULE B

                                 SEPARATE ACCOUNTS

          This Schedule B sets forth all separate accounts opened by the
Custodian under the terms and conditions of the Standard Custody Agreement
effective _________, 19__, by and between 312 CERTIFICATE COMPANY
("Principal") and Custodian. Any additions or deletions to this schedule will
be by execution of a new Schedule B.

<TABLE>
<CAPTION>

SEPARATE ACCOUNT NAME                             SEPARATE ACCOUNT NUMBER
<S>                                               <C>
          N/A                                               N/A
</TABLE>





CUSTODIAN                               PRINCIPAL

Bank One, Kentucky, N.A.                312 CERTIFICATE COMPANY

By /s/ Thomas S. Albright               By: /s/ Robert L. Maddox
   -----------------------------           ---------------------------
Printed Name: Thomas S. Albright        Printed Name: Robert L. Maddox
              ------------------                      ----------------
Title: VP                               Title: President
       -------------------------               -----------------------
Dated: 4/21/98                          Dated: 4/23/98
       -------------------------               -----------------------

                                        By: /s/ Robert L. Maddox
                                           ---------------------------
                                        Printed Name: Robert L. Maddox
                                                      ----------------
                                        Title: President
                                               -----------------------
                                        Dated: 4/23/98
                                               -----------------------


                                         -14-