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(MULTICURRENCY--CROSS BORDER)

                                      ISDA-Registered Trademark-

                  INTERNATIONAL SWAP DEALERS ASSOCIATION, INC.

                                MASTER AGREEMENT

                         dated as of April 24, 1998
                                     --------------

INTEGRITY LIFE
INSURANCE COMPANY ("Party A") and 312 CERTIFICATE COMPANY ("Party  B")
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have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:--

1.   INTERPRETATION

(a)  DEFINITIONS. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b)  INCONSISTENCY. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c)  SINGLE AGREEMENT. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2.   OBLIGATIONS

(a)  GENERAL CONDITIONS.

     (i)    Each party will make each payment or delivery specified in each
     Confirmation to be made by it, subject to the other provisions of this
     Agreement.

     (ii)   Payments under this Agreement will be made on the due date for
     value on that date in the place of the account specified in the relevant
     Confirmation or otherwise pursuant to this Agreement, in freely
     transferable funds and in the manner customary for payments in the required
     currency. Where settlement is by delivery (that is, other than by payment),
     such delivery will be made for receipt on the due date in the manner
     customary for the relevant obligation unless otherwise specified in the
     relevant Confirmation or elsewhere in this Agreement.

     (iii)  Each obligation of each party under Section 2(a)(i) is subject to
     (1) the condition precedent that no Event of Default or Potential Event of
     Default with respect to the other party has occurred and is continuing,
     (2) the condition precedent that no Early Termination Date in respect of
     the relevant Transaction has occurred or been effectively designated and
     (3) each other applicable condition precedent specified in this Agreement.

        Copyright -C- 1992 by International Swap Dealers Association, Inc.
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(b)  CHANGE OF ACCOUNT. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)  NETTING. If on any date amounts would otherwise be payable:--

     (i)    in the same currency; and

     (ii)   in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net
amount will be determined in respect of all amounts payable on the same date
in the same currency in respect of such Transactions, regardless of whether
such amounts are payable in respect of the same Transaction. The election may
be made in the Schedule or a Confirmation by specifying that subparagraph
(ii) above will not apply to the Transactions identified as being subject to
the election, together with the starting date (in which case subparagraph
(ii) above will not, or will cease to, apply to such Transactions from such
date). This election may be made separately for different groups of
Transactions and will apply separately to each pairing of Offices through
which the parties make and receive payments or deliveries.

(d)  DEDUCTION OR WITHHOLDING FOR TAX.

     (i)    GROSS-UP. ALL payments under this Agreement will be made without
     any deduction or withholding for or on account of any Tax unless such
     deduction or withholding is required by any applicable law, as modified by
     the practice of any relevant governmental revenue authority, then in
     effect. If a party is so required to deduct or withhold, then that party
     ("X") will:--

            (1)  promptly notify the other party ("Y") of such requirement;

            (2)  pay to the relevant authorities the full amount required to
            be deducted or withheld (including the full amount required to be
            deducted or withheld from any additional amount paid by X to Y
            under this Section 2(d)) promptly upon the earlier of determining
            that such deduction or withholding is required or receiving
            notice that such amount has been assessed against Y;

            (3)  promptly forward to Y an official receipt (or a certified
            copy), or other documentation reasonably acceptable to Y,
            evidencing such payment to such authorities, and

            (4)  if such Tax is an Indemnifiable Tax, pay to Y, in addition to
            the payment to which Y is otherwise entitled under this
            Agreement, such additional amount as is necessary to ensure that
            the net amount actually received by Y (free and clear of
            Indemnifiable Taxes, whether assessed against X or Y) will equal
            the full amount Y would have received had no such deduction or
            withholding been required. However, X will not be required to pay
            any additional amount to Y to the extent that it would not be
            required to be paid but for:--

                 (A)  the failure by Y to comply with or perform any agreement
                 contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

                 (B)  the failure of a representation made by Y pursuant to
                 Section 3(f) to be accurate and true unless such failure
                 would not have occurred but for (I) any action taken by a
                 taxing authority, or brought in a court of competent
                 jurisdiction, on or after the date on which a Transaction is
                 entered into (regardless of whether such action is taken or
                 brought with respect to a party to this Agreement) or (II) a
                 Change in Tax Law.


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     (ii)   LIABILITY. If:--

            (1)  X is required by any applicable law, as modified by the
            practice of any relevant governmental revenue authority, to make
            any deduction or withholding in respect of which X would not be
            required to pay an additional amount to Y under Section 2(d)(i)(4);

            (2)  X does not so deduct or withhold; and

            (3)  a liability resulting from such Tax is assessed directly
            against X,

     then, except to the extent Y has satisfied or then satisfies the liability
     resulting from such Tax, Y will promptly pay to X the amount of such
     liability (including any related liability for interest, but including any
     related liability for penalties only if Y has failed to comply with or
     perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)  DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.   REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:--

(a)  BASIC REPRESENTATIONS.

     (i)    STATUS. It is duly organised and validly existing under the laws of
     the jurisdiction of its organisation or incorporation and, if relevant
     under such laws, in good standing;

     (ii)   POWERS. It has the power to execute this Agreement and any other
     documentation relating to this Agreement to which it is a party, to deliver
     this Agreement and any other documentation relating to this Agreement that
     it is required by this Agreement to deliver and to perform its obligations
     under this Agreement and any obligations it has under any Credit Support
     Document to which it is a party and has taken all necessary action to
     authorise such execution, delivery and performance;

     (iii)  NO VIOLATION OR CONFLICT. Such execution, delivery and performance
     do not violate or conflict with any law applicable to it, any provision of
     its constitutional documents, any order or judgment of any court or other
     agency of government applicable to it or any of its assets or any
     contractual restriction binding on or affecting it or any of its assets;

     (iv)   CONSENTS. All governmental and other consents that are required to
     have been obtained by it with respect to this Agreement or any Credit
     Support Document to which it is a party have been obtained and are in full
     force and effect and all conditions of any such consents have been complied
     with; and

     (v)    OBLIGATIONS BINDING. Its obligations under this Agreement and any
     Credit Support Document to which it is a party constitute its legal, valid
     and binding obligations, enforceable in accordance with their respective
     terms (subject to applicable bankruptcy, reorganisation, insolvency,
     moratorium or similar laws affecting creditors' rights generally and
     subject, as to enforceability, to equitable principles of general
     application (regardless of whether enforcement is sought in a proceeding in
     equity or at law)).


                                       3        ISDA-Registered Trademark- 1992
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(b)  ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)  ABSENCE OF LITIGATION. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official of any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)  ACCURACY OF SPECIFIED INFORMATION. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)  PAYER TAX REPRESENTATION. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f)  PAYEE TAX REPRESENTATIONS. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(f) is accurate and true.

4.   AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a)  FURNISH SPECIFIED INFORMATION. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs--

     (i) any forms, documents or certificates relating to taxation specified in
     the Schedule or any Confirmation;

     (ii)   any other documents specified in the Schedule or any Confirmation;
     and

     (iii)   upon reasonable demand by such other party, any form or document
     that may be required or reasonably requested in writing in order to allow
     such other party or its Credit Support Provider to make a payment under
     this Agreement or any applicable Credit Support Document without any
     deduction or withholding for or on account of any Tax or with such
     deduction or withholding at a reduced rate (so long as the completion,
     execution or submission of such form or document would not materially
     prejudice the legal or commercial position of the party in receipt of such
     demand), with any such form or document to be accurate and completed in a
     manner reasonably satisfactory to such other party and to be executed and
     to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)  MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c)  COMPLY WITH LAWS. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)  TAX AGREEMENT. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e)  PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated.


                                       4        ISDA-Registered Trademark- 1992
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organised, managed and controlled, or considered to have its seat, or in which a
branch or office through which it is acting for the purpose of this Agreement is
located ("Stamp Tax Jurisdiction") and will indemnify the other party against
any Stamp Tax levied or imposed upon the other party or in respect of the other
party's execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.

5.   EVENTS OF DEFAULT AND TERMINATION EVENTS

(a)  EVENTS OF DEFAULT. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:--

     (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 on or before the
     third Local Business Day after notice of such failure is given to the
     party;

     (ii)   BREACH OF AGREEMENT. Failure by the party to comply with or perform
     any agreement or obligation (other than an obligation to make any payment
     under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
     notice of a Termination Event or any agreement or obligation under Section
     4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
     in accordance with this Agreement if such failure is not remedied on or
     before the thirtieth day after notice of such failure is given to the
     party;

     (iii)  CREDIT SUPPORT DEFAULT.

            (1)  Failure by the party or any Credit Support Provider of such
            party to comply with or perform any agreement or obligation to be
            complied with or performed by it in accordance with any Credit
            Support Document if such failure is continuing after any
            applicable grace period his elapsed.

            (2)  the expiration or termination of such Credit Support Document
            or the failing or ceasing of such Credit Support Document to be in
            full force and effect for the purpose of this Agreement (in either
            case other than in accordance with its terms) prior to the
            satisfaction of all obligations of such party under each
            Transaction to which such Credit Support Document relates without
            the written consent of the other party; or

            (3)  the party or such Credit Support Provider disaffirms,
            disclaims, repudiates or rejects, in whole or in part, or
            challenges the validity of, such Credit Support Document;

     (iv)   MISREPRESENTATION. A representation (other than a representation
     under Section 3(e) or (f)) made or repeated or deemed to have been made or
     repeated by the party or any Credit Support Provider of such party in this
     Agreement or any Credit Support Document proves to have been incorrect or
     misleading in any material respect when made or repeated or deemed to have
     been made or repeated;

     (v)    DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit Support
     Provider of such party or any applicable Specified Entity of such party
     (1) defaults under a Specified Transaction and, after giving effect to any
     applicable notice requirement or grace period, there occurs a liquidation
     of, an acceleration of obligations under, or an early termination of, that
     Specified Transaction; (2) defaults, after giving effect to any applicable
     notice requirement or grace period, in making any payment or delivery due
     on the last payment, delivery or exchange date of, or any payment on early
     termination of, a Specified Transaction (or such default continues for at
     least three Local Business Days if there is no applicable notice
     requirement or grace period) or (3) disaffirms, disclaims, repudiates or
     rejects, in whole or in part, a Specified Transaction (or such action is
     taken by any person or entity appointed or empowered to operate it or act
     on its behalf);

     (vi)   CROSS DEFAULT. If "Cross Default" is specified in the Schedule as
     applying to the party, the occurrence or existence of (1) a default event
     of default or other similar condition or event (however


                                       5        ISDA-Registered Trademark- 1992
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     described) in respect of such party, any Credit Support Provider of such
     party or any applicable Specified Entity of such party under one or more
     agreements or instruments relating to Specified Indebtedness of any of them
     (individually or collectively) in an aggregate amount of not less than the
     applicable Threshold Amount as specified in the Schedule) which has
     resulted in such Specified Indebtedness becoming, or becoming capable at
     such time of being declared, due and payable under such agreements or
     instruments, before it would otherwise have been due and payable or (2) a
     default by such party, such Credit Support Provider or such Specified
     Entity (individually or collectively) in making one or more payments on the
     due date thereof in an aggregate amount of not less than the applicable
     Threshold Amount under such agreements or instruments (after giving effect
     to any applicable notice requirement or grace period);

     (vii)  BANKRUPTCY. The party, any Credit Support Provider of such party or
     any applicable Specified Entity of such party:--

            (1)  is dissolved (other than pursuant to a consolidation,
            amalgamation or merger); (2) becomes insolvent or is unable to pay
            its debts or fails or admits in writing its inability generally to
            pay its debts as they become due; (3) makes a general assignment,
            arrangement or composition with or for the benefit of its
            creditors; (4) institutes or has instituted against it a
            proceeding seeking a judgment of insolvency or bankruptcy or any
            other relief under any bankruptcy or insolvency law or other
            similar law affecting creditors' rights, or a petition is
            presented for its winding-up or liquidation, and, in the case of
            any such proceeding or petition instituted or presented against
            it, such proceeding or petition (A) results in a judgment of
            insolvency or bankruptcy or the entry of an order for relief or
            the making of an order for its winding-up or liquidation or (B) is
            not dismissed, discharged, stayed or restrained in each case
            within 30 days of the institution or presentation thereof; (5)
            has a resolution passed for its winding-up, official management or
            liquidation (other than pursuant to a consolidation, amalgamation
            or merger); (6) seeks or becomes subject to the appointment of an
            administrator, provisional liquidator, conservator, receiver,
            trustee, custodian or other similar official for it or for all or
            substantially all its assets; (7) has a secured party take
            possession of all or substantially all its assets or has a
            distress, execution, attachment, sequestration or other legal
            process levied, enforced or sued on or against all or
            substantially all its assets and such secured party maintains
            possession, or any such process is not dismissed, discharged,
            stayed or restrained, in each case within 30 days thereafter; (8)
            causes or is subject to any event with respect to it which, under
            the applicable laws of any jurisdiction, has an analogous effect
            to any of the events specified in clauses (1) to (7) (inclusive);
            or (9) takes any action in furtherance of, or indicating its
            consent to, approval of, or acquiescence in, any of the foregoing
            acts; or

     (viii) MERGER WITHOUT ASSUMPTION. The party or any Credit Support Provider
     of such party consolidates or amalgamates with, or merges with or into, or
     transfers all or substantially all its assets to, another entity and, at
     the time of such consolidation, amalgamation, merger or transfer:--

            (1)  the resulting, surviving or transferee entity fails to assume
            all the obligations of such party or such Credit Support Provider
            under this Agreement or any Credit Support Document to which it
            or its predecessor was a party by operation of law or pursuant to
            an agreement reasonably satisfactory to the other party to this
            Agreement; or

            (2)  the benefits of any Credit Support Document fail to extend
            (without the consent of the other party) to the performance by
            such resulting, surviving or transferee entity of its obligations
            under this Agreement.

(b)  TERMINATION EVENTS. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the
event is specified in (i) below, a Tax Event if the event is specified in (ii)
below or a Tax Event Upon Merger if the event is specified in (iii) below,
and, if specified to be applicable, a Credit Event


                                       6        ISDA-Registered Trademark- 1992
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Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:--

     (i)    ILLEGALITY. Due to the adoption of, or any change in, any applicable
     law after the date on which a Transaction is entered into, or due to the
     promulgation of, or any change in, the interpretation by any court,
     tribunal or regulatory authority with competent jurisdiction of any
     applicable law after such date, it becomes unlawful (other than as a
     result of a breach by the party of Section 4(b)) for such party (which
     will be the Affected Party):--

            (1)  to perform any absolute or contingent obligation to make a
            payment or delivery or to receive a payment or delivery in respect
            of such Transaction or to comply with any other material provision
            of this Agreement relating to such Transaction; or

            (2)  to perform, or for any Credit Support Provider of such party
            to perform, any contingent or other obligation which the party (or
            such Credit Support Provider) has under any Credit Support
            Document relating to such Transaction;

     (ii)   TAX EVENT. Due to (x) any action taken by a taxing authority, or
     brought in a court of competent jurisdiction, on or after the date on which
     a Transaction is entered into (regardless of whether such action is taken
     or brought with respect to a party to this Agreement) or (y) a Change in
     Tax Law, the party (which will be the Affected Party) will, or there is a
     substantial likelihood that it will, on the next succeeding Scheduled
     Payment Date (1) be required to pay to the other party an additional amount
     in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in
     respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a
     payment from which an amount is required to be deducted or withheld for or
     on account of a Tax (except in respect of interest under Section 2(e),
     6(d)(ii) or 6(e)) and no additional amount is required to be paid in
     respect of such Tax under Section 2(d)(i)(4) (other than by reason of
     Section 2(d)(i)(4)(A) or (B)).

     (iii)  TAX EVENT UPON MERGER. The party (the "Burdened Party") on the next
     succeeding Scheduled Payment Date will either (1) be required to pay an
     additional amount in respect of an Indemnifiable Tax under Section
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
     6(e)) or (2) receive a payment from which an amount has been deducted or
     withheld for or on account of any Indemnifiable Tax in respect of which the
     other party is not required to pay an additional amount (other than by
     reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
     party consolidating or amalgamating with, or merging with or into, or
     transferring all or substantially all its assets to, another entity (which
     will be the Affected Party) where such action does not constitute an event
     described in Section 5(a)(viii);

     (iv)   CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is specified
     in the Schedule as applying to the party, such party ("X"), any Credit
     Support Provider of X or any applicable Specified Entity of X consolidates
     or amalgamates with, or merges with or into, or transfers all or
     substantially all its assets to, another entity and such action does not
     constitute an event described in Section 5(a)(viii) but the
     creditworthiness of the resulting, surviving or transferee entity is
     materially weaker than that of X, such Credit Support Provider or such
     Specified Entity, as the case may be, immediately prior to such action
     (and, in such event, X or its successor or transferee, as appropriate, will
     be the Affected Party); or

     (v)    ADDITIONAL TERMINATION EVENT. If any "Additional Termination Event"
     is specified in the Schedule or any Confirmation as applying, the
     occurrence of such event (and, in such event, the Affected Party or
     Affected Parties shall be as specified for such Additional Termination
     Event in the Schedule or such Confirmation).

(c)  EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.


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6.   EARLY TERMINATION

(a)  RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)  RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

     (i)    NOTICE. If a Termination Event occurs, an Affected Party will,
     promptly upon becoming aware of it, notify the other party, specifying the
     nature of that Termination Event and each Affected Transaction and will
     also give such other information about that Termination Event as the other
     party may reasonably require.

     (ii)   TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality under
     Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
     Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
     Affected Party, the Affected Party will, as a condition to its right to
     designate an Early Termination Date under Section 6(b)(iv), use all
     reasonable efforts (which will not require such party to incur a loss,
     excluding immaterial, incidental expenses) to transfer within 20 days after
     it gives notice under Section 6(b)(i) all its rights and obligations under
     this Agreement in respect of the Affected Transactions to another of its
     Offices or Affiliates so that such Termination Event ceases to exist.

     If the Affected Party is not able to make such a transfer it will give
     notice to the other party to that effect within such 20 day period,
     whereupon the other party may effect such a transfer within 30 days after
     the notice is given under Section 6(b)(i).

     Any such transfer by a party under this Section 6(b)(ii) will be subject to
     and conditional upon the prior written consent of the other party, which
     consent will not be withheld if such other party's policies in effect at
     such time would permit it to enter into transactions with the transferee on
     the terms proposed.

     (iii)  TWO AFFECTED PARTIES. If an Illegality under Section 5(b)(i)(1) or
     a Tax Event occurs and there are two Affected Parties, each party will use
     all reasonable efforts to reach agreement within 30 days after notice
     thereof is given under Section 6(b)(i) on action to avoid that Termination
     Event.

     (iv)   RIGHT TO TERMINATE. If:--

            (1)  a transfer under Section 6(b)(ii) or an agreement under
            Section 6(b)(iii), as the case may be, has not been effected with
            respect to all Affected Transactions within 30 days after an
            Affected Party gives notice under Section 6(b)(i); or

            (2)  an Illegality under Section 5(b)(i)(2), a Credit Event Upon
            Merger or an Additional Termination Event occurs, or a Tax Event
            Upon Merger occurs and the Burdened Party is not the Affected
            Party,

     either party in the case of an Illegality, the Burdened Party in the case
     of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event
     or an Additional Termination Event if there is more than one Affected
     Party, or the party which is not the Affected Party in the case of a Credit
     Event Upon Merger or an Additional Termination Event if there is only one
     Affected Party may, by not more than 20 days notice to the other party and
     provided that the relevant Termination Event is then


                                       8        ISDA-Registered Trademark- 1992
<PAGE>

     continuing, designate a day not earlier than the day such notice is
     effective as an Early Termination Date in respect of all Affected
     Transactions.

(c)  EFFECT OF DESIGNATION.

     (i)    If notice designating an Early Termination Date is given under
     Section 6(a) or (b), the Early Termination Date will occur on the date so
     designated, whether or not the relevant Event of Default or Termination
     Event is then continuing.

     (ii)   Upon the occurrence or effective designation of an Early
     Termination Date, no further payments or deliveries under Section 2(a)(i)
     or 2(e) in respect of the Terminated Transactions will be required to be
     made, but without prejudice to the other provisions of this Agreement. The
     amount, if any, payable in respect of an Early Termination Date shall be
     determined pursuant to Section 6(e).

(d)  CALCULATIONS.

     (i)    STATEMENT. On or as soon as reasonably practicable following the
     occurrence of an Early Termination Date, each party will make the
     calculations on its part, if any, contemplated by Section 6(e) and will
     provide to the other party a statement (1) showing, in reasonable
     detail, such calculations (including all relevant quotations and specifying
     any amount payable under Section 6(e)) and (2) giving details of the
     relevant account to which any amount payable to it is to be paid. In the
     absence of written confirmation from the source of a quotation obtained in
     determining a Market Quotation, the records of the party obtaining such
     quotation will be conclusive evidence of the existence and accuracy of
     such quotation.

     (ii)   PAYMENT DATE. An amount calculated as being due in respect of any
     Early Termination Date under Section 6(e) will be payable on the day that
     notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated or occurs as a result of an Event of
     Default) and on the day which is two Local Business Days after the day on
     which notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated as a result of a Termination Event).
     Such amount will be paid together with (to the extent permitted under
     applicable law) interest thereon (before as well as after judgment) in the
     Termination Currency, from (and including) the relevant Early Termination
     Date to (but excluding) the date such amount is paid, at the Applicable
     Rate. Such interest will be calculated on the basis of daily compounding
     and the actual number of days elapsed.

(e)  PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
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.

     (i)    EVENTS OF DEFAULT. If the Early Termination Date results from an
     Event of Default:--

            (1)  FIRST METHOD AND MARKET QUOTATION. If the First Method and
            Market Quotation apply, the Defaulting Party will pay to the
            Non-defaulting Party the excess, if a positive number, of (A) the
            sum of the Settlement Amount (determined by the Non-defaulting
            Party) in respect of the Terminated Transactions and the
            Termination Currency Equivalent of the Unpaid Amounts owing to the
            Non-defaulting Party over (B) the Termination Currency Equivalent
            of the Unpaid Amounts owing to the Defaulting Party.

            (2)  FIRST METHOD AND LOSS. If the First Method and Loss apply,
            the Defaulting Party will pay to the Non-defaulting Party, if a
            positive number, the Non-defaulting Party's Loss in respect of this
            Agreement.

            (3)  SECOND METHOD AND MARKET QUOTATION. If the Second Method and
            Market Quotation apply, an amount will be payable equal to (A) the
            sum of the Settlement Amount (determined by the


                                       9        ISDA-Registered Trademark- 1992
<PAGE>

            Non-defaulting Party) in respect of the Terminated Transactions
            and the Termination Currency Equivalent of the Unpaid Amounts
            owing to the Non-defaulting Party less (b) the Termination
            Currency Equivalent of the Unpaid Amounts owing to the Defaulting
            Party. If that amount is a positive number, the Defaulting Party
            will pay it to the Non-defaulting Party: if it is a negative
            number, the Non-defaulting Party will pay the absolute value of
            that amount to the Defaulting Party.

            (4)  SECOND METHOD AND LOSS. If the Second Method and Loss apply,
            an amount will be payable equal to the Non-defaulting Party's
            Loss in respect of this Agreement. If that amount is a positive
            number, the Defaulting Party will pay it to the Non-defaulting
            Party: if it is a negative number, the Non-defaulting Party will
            pay the absolute value of that amount to the Defaulting Party.

     (ii)   TERMINATION EVENTS. If the Early Termination Date results from a
     Termination Event:--

            (1)  ONE AFFECTED PARTY. If there is one Affected Party, the
            amount payable will be determined in accordance with Section
            6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4),
            if Loss applies, except that, in either case, references to the
            Defaulting Party and to the Non-defaulting Party will be deemed
            to be references to the Affected Party and the party which is not
            the Affected Party, respectively, and, if Loss applies and fewer
            than all the Transactions are being terminated, Loss shall be
            calculated in respect of all Terminated Transactions.

            (2)  TWO AFFECTED PARTIES. If there are two Affected Parties:--

                 (A)  if Market Quotation applies, each party will determine a
                 Settlement Amount in respect of the Terminated Transactions,
                 and an amount will be payable equal to (I) the sum of (a)
                 one-half of the difference between the Settlement Amount of
                 the party with the higher Settlement Amount ("X") and the
                 Settlement Amount of the party with the lower Settlement
                 Amount ("Y") and (b) the Termination Currency Equivalent of
                 the Unpaid Amounts owing to X less (II) the Termination
                 Currency Equivalent of the Unpaid Amounts owing to Y; and

                 (B)  if Loss applies, each party will determine its Loss in
                 respect of this Agreement (or, if fewer than all the
                 Transactions are being terminated, in respect of all
                 Terminated Transactions) and an amount will be payable equal
                 to one-half of the difference between the Loss of the party
                 with the higher Loss ("X") and the Loss of the party with
                 the lower Loss ("Y").

            If the amount payable is a positive number, Y will pay it to X;
            if it is a negative number, X will pay the absolute value of that
            amount to Y.

     (iii)  ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early
     Termination Date occurs because "Automatic Early Termination" applies in
     respect of a party, the amount determined under this Section 6(e) will be
     subject to such adjustments as are appropriate and permitted by law to
     reflect any payments or deliveries made by one party to the other under
     this Agreement (and retained by such other party) during the period from
     the relevant Early Termination Date to the date for payment determined
     under Section 6(d)(ii).

     (iv)   PRE-ESTIMATE. The parties agree that if Market Quotation applies an
     amount recoverable under this Section 6(e) is a reasonable pre-estimate of
     loss and not a penalty. Such amount is payable for the loss of bargain and
     the loss of protection against future risks and except as otherwise
     provided in this Agreement neither party will be entitled to recover any
     additional damages as a consequence of such losses.


                                      10        ISDA-Registered Trademark- 1992
<PAGE>

7.   TRANSFER

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--

(a)  a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of
all or substantially all its assets to, another entity (but without prejudice
to any other right or remedy under this Agreement); and

(b)  a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.   CONTRACTUAL CURRENCY

(a)  PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement will
be made in the relevant currency specified in this Agreement for that payment
(the "Contractual Currency"). To the extent permitted by applicable law, any
obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b)  JUDGMENTS. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii)
for the payment of any amount relating to any early termination in respect of
this Agreement or (iii) in respect of a judgment or order of another court
for the payment of any amount described in (i) or (ii) above, the party
seeking recovery, after recovery in full of the aggregate amount to which
such party is entitled pursuant to the judgment or order, will be entitled to
receive immediately from the other party the amount of any shortfall of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency and will refund promptly to the other party any excess of
the Contractual Currency received by such party as a consequence of sums paid
in such other currency if such shortfall or such excess arises or results
from any variation between the rate of exchange at which the Contractual
Currency is converted into the currency of the judgment or order for the
purposes of such judgment or order and the rate of exchange at which such
party is able, acting in a reasonable manner and in good faith in converting
the currency received into the Contractual Currency, to purchase the
Contractual Currency with the amount of the currency of the judgment or order
actually received by such party. The term "rate of exchange" includes,
without limitation, any premiums and costs of exchange payable in connection
with the purchase of or conversion into the Contractual Currency.

(c) SEPARATE INDEMNITIES. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

(d)  EVIDENCE OF LOSS. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.


                                      11        ISDA-Registered Trademark- 1992
<PAGE>

9.   MISCELLANEOUS

(a)  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)  AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c)  SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)  REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)  COUNTERPARTS AND CONFIRMATIONS.

     (i)    This Agreement (and each amendment, modification and waiver in
     respect of it) may be executed and delivered in counterparts (including by
     facsimile transmission), each of which will be deemed an original.

     (ii)   The parties intend that they are legally bound by the terms of each
     Transaction from the moment they agree to those terms (whether orally or
     otherwise). A Confirmation shall be entered into as soon as practicable and
     may be executed and delivered in counterparts (including by facsimile
     transmission) or be created by an exchange of telexes or by an exchange of
     electronic messages on an electronic messaging system, which in each case
     will be sufficient for all purposes to evidence a binding supplement to
     this Agreement. The parties will specify therein or through another
     effective means that any such counterpart, telex or electronic message
     constitutes a Confirmation.

(f)  NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)  HEADINGS. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.  OFFICES; MULTIBRANCH PARTIES

(a)  If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction of incorporation or organisation of such party, the obligations
of such party are the same as if it had entered into the Transaction through its
head or home office. This representation will be deemed to be repeated by such
party on each date on which a Transaction is entered into.

(b)  Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)  If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.  EXPENSES

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document


                                      12        ISDA-Registered Trademark- 1992
<PAGE>

to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, costs of collection.

12.  NOTICES

(a)  EFFECTIVENESS. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

     (i)    if in writing and delivered in person or by courier, on the date it
     is delivered:

     (ii)   if sent by telex, on the date the recipient's answerback is
     received:

     (iii)  if sent by facsimile transmission, on the date that transmission is
     received by a responsible employee of the recipient in legible form (it
     being agreed that the burden of proving receipt will be on the sender and
     will not be met by a transmission report generated by the sender's
     facsimile machine);

     (iv)   if sent by certified or registered mail (airmail, if overseas) or
     the equivalent (return receipt requested), on the date that mail is
     delivered or its delivery is attempted; or

     (v)    if sent by electronic messaging system, on the date that electronic
     message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)  CHANGE OF ADDRESSES. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.  GOVERNING LAW AND JURISDICTION

(a)  GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)  JURISDICTION. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably:--

     (i)    submits to the jurisdiction of the English courts, if this
     Agreement is expressed to be governed by English law, or to the
     non-exclusive jurisdiction of the courts of the State of New York and the
     United States District Court located in the Borough of Manhattan in New
     York City, if this Agreement is expressed to be governed by the laws of the
     State of New York; and

     (ii)   waives any objection which it may have at any time to the laying of
     venue of any Proceedings brought in any such court, waives any claim that
     such Proceedings have been brought in an inconvenient forum and further
     waives the right to object, with respect to such Proceedings, that such
     court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)  SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any


                                      13        ISDA-Registered Trademark- 1992
<PAGE>

reason any party's Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute process
agent acceptable to the other party. The parties irrevocably consent to service
of process given in the manner provided for notices in Section 12. Nothing in
this Agreement will affect the right of either party to serve process in any
other manner permitted by law.

(d)  WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14.  DEFINITIONS

As used in this Agreement:--

"ADDITIONAL TERMINATION EVENT", has the meaning specified in Section 5(b).

"AFFECTED PARTY" has the meaning specified in Section 5(b).

"AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"AFFILIATE" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"APPLICABLE RATE" means:--

(a)  in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)  in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate:

(c)  in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
Rate; and

(d)  in all other cases, the Termination Rate.

"BURDENED PARTY" has the meaning specified in Section 5(b).

"CHANGE IN TAX LAW" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any Law) that occurs on or after the date on which the
relevant Transaction is entered into.

"CONSENT" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

"CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified as
such in this Agreement.

"CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

"DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.


                                      14        ISDA-Registered Trademark- 1992
<PAGE>
"DEFAULTING PARTY" has the meaning specified in Section 6(a).

"EARLY TERMINATION DATE" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.

"ILLEGALITY" has the meaning specified in Section 5(b).

"INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such
jurisdiction, or being or having been organised, present or engaged in a
trade or business in such jurisdiction, or having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding
a connection arising solely from such recipient or related person having
executed, delivered, performed its obligations or received a payment under,
or enforced, this Agreement or a Credit Support Document).

"LAW" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"LAWFUL" and "UNLAWFUL" will be construed accordingly.

"LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"LOSS" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"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 be for an 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 (taking into account any existing Credit Support Document
with respect to the obligations of 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
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have

                                      15        ISDA-Registered Trademark- 1992
<PAGE>

been required after that date. For this purpose, 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. 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 its 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 those quotations are to be obtained will be selected in good
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.

"NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it)
if it were to fund the relevant amount.

"NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

"OFFICE" means a branch or office of a party, which may be such party's head or
home office.

"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"SET-OFF" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination
Date, the sum of:--

(a)  the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b)  such party's Loss (whether positive or negative and without reference to
any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"SPECIFIED ENTITY" has the meaning specified in the Schedule.


                                      16        ISDA-Registered Trademark- 1992
<PAGE>
"SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter
entered into between one party to this Agreement (or any Credit Support
Provider of such party or any applicable Specified Entity of such party) and
the other party to this Agreement (or any Credit Support Provider of such
other party or any applicable Specified Entity of such other party) which is
a rate swap transaction, basis swap, forward rate transaction, commodity
swap, commodity option, equity or equity index swap, equity or equity index
option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap
transaction, cross-currency rate swap transaction, currency option or any
other similar transaction (including any option with respect to any of these
transactions), (b) any combination of these transactions and (c) any other
transaction identified as a Specified Transaction in this Agreement or the
relevant confirmation.

"STAMP TAX" means any stamp, registration, documentation or similar tax.

"TAX" means any present or future tax, levy, impost, duty, charge, assessment
or fee of any nature (including interest, penalties and additions thereto) that
is imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"TAX EVENT" has the meaning specified in Section 5(b).

"TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

"TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"TERMINATION CURRENCY" has the meaning specified in the Schedule.

"TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market

                                      17        ISDA-Registered Trademark- 1992
<PAGE>

value of that which was (or would have been) required to be delivered as of
the originally scheduled date for delivery, in each case together with (to
the extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or
would have been required to have been paid or performed to (but excluding)
such Early Termination Date, at the Applicable Rate. Such amounts of interest
will be calculated on the basis of daily compounding and the actual number of
days elapsed. The fair market value of any obligation referred to in clause
(b) above shall be reasonably determined by the party obliged to make the
determination under Section 6(e) or, if each party is so obliged, it shall be
the average of the Termination Currency Equivalents of the fair market values
reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.


   Integrity Life Insurance Company             312 Certificate Company
---------------------------------------     ------------------------------
         (Name of Party)                            (Name of Party)


By: /s/ Thomas A. Bauer                     By: /s/ William D. Morris
   ------------------------------------        ---------------------------
   Name:  Thomas A. Bauer                      Name:  William D. Morris
   Title: Derivatives Portfolio Manager        Title: CEO
   Date:  April 24, 1998                       Date:  April 24, 1998


                                      18        ISDA-Registered Trademark- 1992
<PAGE>

                                    SCHEDULE
                                     TO THE
                                MASTER AGREEMENT

                           dated as of April 24, 1998

              between Integrity Life Insurance Company ("PARTY A")
                     and 312 Certificate Company ("PARTY B")

PART 1.   TERMINATION PROVISIONS.

(a)       "SPECIFIED ENTITY" has no meaning for the purpose of this Agreement.

(b)       "SPECIFIED TRANSACTION" will have the meaning specified in Section 14
          of this Agreement.

(c)       The provisions of the following "EVENT OF DEFAULT" provisions shall
          apply only to Party A, and shall not apply to Party B:

          Section 5(a)(i)  Failure to Pay;
          Section 5(a)(ii) Breach of Agreement;
          Section 5(a)(iv) Misrepresentations; and
          Section 5(a)(v)  Default under Specified Transaction.

(d)       The "CROSS DEFAULT" provisions of Section 5(a)(vi)
                                                      will apply to Party A
                                                      will not apply to Party B

          If such provisions apply:

          "SPECIFIED INDEBTEDNESS" will have the meaning specified in Section 14
          of this Agreement PROVIDED HOWEVER that Specified Indebtedness shall
          not include deposits, contributions, premiums or additions to
          guaranteed investment contracts, annuities, funding agreements or
          other policyholder-level or insurance-related obligations issued or
          guaranteed by Party A.

          "THRESHOLD AMOUNT" means, with respect to Party A, an amount equal to
          $10,000,000. For the purposes of Section 5(a)(vi) of this Agreement,
          any Specified Indebtedness of Party A denominated in a currency other
          than U.S. Dollars will be converted into U.S. Dollars at the exchange
          rate therefor as of the date of conversion reasonably chosen by
          Party B.


                                       19
<PAGE>

(e)       The "TAX EVENT"and "TAX EVENT UPON MERGER" provisions of
          Section 5(b)(ii) and 5(b)(iii) will not apply to either Party A nor
          Party B.

(f)       The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv)
                                                     will apply to Party A
                                                     will not apply to Party B.

(g)       "TERMINATION CURRENCY" means U.S. Dollars

(h)       The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not
          apply to either Party A or Party B.

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

         (i)     Neither Market Quotation nor Loss will apply; and

         (ii)    Neither The First Method or The Second Method will apply

          Instead the Provisions set out in a Confirmation in relation to the
          relevant Transaction will apply.

PART 2.   TAX REPRESENTATIONS.

(a)       PAYER TAX REPRESENTATION. For the purpose of Section 3(e) of this
          Agreement, Party A and Party B will make the following representation:

          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 representation made by the other party
                 pursuant to Section 3(f) of this Agreement;

          (ii)   the satisfaction of the agreement of the other party 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) of this
                 Agreement; and


                                       20
<PAGE>

          (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
          the reliance is placed on clause (ii) and the other party does not
          deliver a form or document under Section 4(a)(iii) by reason of
          material prejudice to its legal or commercial position.

(b)       PAYEE TAX REPRESENTATION. For the purposes of Section 3(f) of this
          Agreement, Party A and Party B make the representations specified
          below:

          (i)    Party A and Party B each hereby represents that each payment
                 received or to be received by it in connection with this
                 Agreement will be effectively connected with its conduct of a
                 trade or business in the United States of America.

          (ii)   Party A hereby represents that it is a stock insurance company
                 organized and existing under the laws of the State of Ohio,
                 and its U.S. tax identification number is 86-0214103.

          (ii)   Party B hereby represents that it is a corporation organized
                 and existing under the laws of the State of Delaware, and
                 its U.S. tax identification number is 61-1324769.

PART 3.   AGREEMENT TO DELIVER DOCUMENTS.

For the purpose of Section 4(a)(i) and (ii) of this Agreement, each party agrees
to deliver the following documents, which (other than the opinion of counsel
referred to in clause (b)(5) below) will be covered by the Section 3(d)
REPRESENTATION:

(a)       Tax forms, documents or certificates to be delivered are:

          Any document or certificate reasonably required and reasonably
          requested by a party in connection with its obligations to make a
          payment under this Agreement which would enable such party to make the
          payment free from any deduction or withholding for or on account of
          any Tax or as would reduce the rate at which deduction or withholding
          for or on account of any Tax is applied to that payment.

          Party required to deliver: Party A and Party B

          Date by which to be delivered: As soon as reasonably practicable
          following a request by the other party.

(b)       Other documents to be delivered are:


                                       21
<PAGE>

          (1)    A certificate or list providing the names, signatures and
                 giving evidence satisfactory in form and substance to the
                 other party of the authority of the officers of the party to
                 execute this Agreement and any Confirmation.

          Party required to deliver: Party A and Party B

          Date by which to be delivered: Upon execution of this Agreement or
          Confirmation, and when the list is updated as the case may be.

          (2)    Certified copies of all documents evidencing necessary
                 corporate and other authorizations and approvals with
                 respect to the execution, delivery and performance by the
                 party of this Agreement.

          Party required to deliver: Party A and Party B

          Date by which to be delivered: Upon execution of this Agreement.

          (3)    Certificate of Incorporation and By-laws as in effect from
                 time to time, certified by the Secretary or an Assistant
                 Secretary of the applicable party.

          Party required to deliver: Party A and Party B

          Date by which to be delivered: Upon execution of this Agreement.

          (4)    A copy of the annual report of Party A, or its parent,
                 containing audited consolidated financial statements for
                 each fiscal year certified by independent certified public
                 accountants and prepared in accordance with accounting
                 principles that are generally accepted in the country in
                 which such party is organized.

          Party required to deliver: Party A

          Date by which to be delivered: As soon as reasonably practicable after
          public availability.

          (5)    Such other documents as the other party may reasonably request
                 in connection with each Transaction, including, without
                 limitation, an opinion of counsel and such other written
                 information with respect to the condition or operations,
                 financial or otherwise, of either party as the other party
                 may reasonably request from time to time.

          Party required to deliver: Party A and Party B

          Date by which to be delivered: Upon reasonable request of the other
          party.


                                       22
<PAGE>

PART 4.   MISCELLANEOUS.

<TABLE>

<S>       <C>

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

          Address of notices or communications to Party A:
          Address:       515 West Market Street, 4th Floor, Louisville, Kentucky 40202
          Attention:     Robert H. Scott
          Facsimile No.: 502/582-7995

          Address of notices or communications to Party B:
          Address:       515 West Market Street, 8th Floor, Louisville, Kentucky 40202
          Attention:     Robert L. Maddox, President
          Facsimile No.: 502/582-7903

          and with a copy to: Goldberg & Simpson, P.S.C.
          Address:       First National Tower, 30th Floor, Louisville, Kentucky 40202
          Attention:     Steven Goodman
          Facsimile No.: 502/581-1344

          and with a copy to: The First National Bank of Chicago, as Agent
          Address:       One First National Plaza, Mail Suite 0594, Chicago, Illinois 60670-0594
          Attention:     Ann Marie Somers, Asset-Backed Finance Surveillance
          Facsimile No.: 312/732-4487

          and with a copy to: Sidley & Austin
          Address:       One First National Plaza, Chicago, Illinois 60603
          Attention:     Thomas W. Albrecht
          Fax No.:       312/853-7036               Telephone No.: 312/853-7000

</TABLE>

(b)       PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:

          Party A appoints as its Process Agent, Not applicable.

          Party B appoints as its Process Agent, Not applicable.

(c)       OFFICES. The provisions of Section 10(a) will not apply to this
          Agreement.

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

          Party A is not a Multibranch Party.
          Party B is not a Multibranch Party.


                                       23
<PAGE>

(e)       CREDIT SUPPORT PROVIDER means in relation to Party A, not applicable

          CREDIT SUPPORT PROVIDER means in relation to Party B, not applicable

(f)       GOVERNING LAW. This Agreement will be governed by and construed in
          accordance with the internal laws of the State of Illinois, without
          regard to conflicts of law principles.

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

(h)       CALCULATION AGENT. The Calculation Agent shall be Party B, unless
          otherwise specified in a Confirmation in relation to the relevant
          Transaction.

PART 5.   OTHER PROVISIONS.

(1)       SEPARATE AGREEMENTS. Section 1(c) of this Agreement shall be deleted
          and replaced with the following:

          "Notwithstanding anything to the contrary in this Agreement, each
          Transaction is entered into on the basis that this document is
          incorporated by reference into the Confirmation relating to that
          Transaction so that this document and the relevant Confirmation shall
          form a single agreement with respect to that Transaction, and
          "Transaction" and "Agreement" shall be interpreted accordingly. This
          document shall not be construed to form a single agreement with two or
          more Confirmations together unless specific provision to that effect
          is made in the relevant Confirmations. It is understood that the
          parties would not enter into any Transaction except on the foregoing
          terms. References to this "Agreement" mean, with respect to a
          Transaction, this document together with the Confirmation relating to
          that Transaction."

          Section 6(a) of this Agreement shall be amended by deleting from the
          fifth and sixth lines thereof the words "all outstanding
          Transactions", and inserting in each case the words "the Transaction".

(1)       OBLIGATIONS. In Section 2(a)(iii), the words "or Potential Event of
          Default" shall be deleted.

(2)       PAYMENTS. The following shall be inserted as Section 2(d)(iii) of the
          Agreement:

          "(iii) REFUNDS. If Party A or Party B has paid an Additional Amount
          under Section 2(d)(i) or paid any amount pursuant to Section 2(d)(ii)
          and the other party subsequently receives any refund of any amount
          deducted or withheld in respect thereof from any revenue authority it
          shall promptly pay the amount refunded over to the paying party,
          together with any interest received thereon."


                                       24
<PAGE>

(3)       Section 3 of this Agreement is hereby amended by adding the following
          additional subsections:

          "(g) NO AGENCY. It is entering into this Agreement and each
          Transaction as principal (and not as agent or in any other capacity,
          fiduciary or otherwise).

          (h) ELIGIBLE SWAP PARTICIPANT. It is an "eligible swap participant" as
          defined in the Part 35 Regulations of the U.S. Commodity Futures
          Trading Commission (the "CFTC"). Neither this Agreement nor any
          Transaction is one of a fungible class of agreements that are
          standardized as to their material economic terms, within the meaning
          of CFTC Regulations Section 35.2(b). The creditworthiness of the other
          party was or will be a material consideration in entering into or
          determining the terms of this Agreement and each Transaction,
          including pricing, cost or credit enhancement terms of the Agreement
          or Transaction, within the meaning of CFTC Regulations Section
          35.2(c). It has entered into this Agreement (including each
          Transaction) in conjunction with its line of business (including
          financial intermediation services) or the financing of its business."

(4)       Section 5(a)(iv) of this Agreement is hereby amended by the insertion
          of the words "specified in Section 3 or in the Schedule hereto" after
          the word "representation".

(5)       CROSS DEFAULT. Section 5(a)(vi) of this Agreement is replaced in its
          entirety with the following:

          "(vi) CROSS DEFAULT. If "Cross Default" is specified in the Schedule
          as applying to the party, the occurrence or existence of (1) a default
          by such party in making one or more payments on the due date thereof
          relating to Specified Indebtedness of such party in an aggregate
          amount of not less than the applicable Threshold Amount (as specified
          in the Schedule) which has resulted in such Specified Indebtedness
          becoming, or becoming capable at such time of being declared, due and
          payable under such agreements or instruments, before it would
          otherwise have been due and payable or (2) a default by such party in
          making one or more payments on the due date thereof in an aggregate
          amount of not less than the applicable Threshold Amount under such
          agreements or instruments (after giving effect to any applicable
          notice requirement or grace period);"

(5A)      TAX EVENT. The parties acknowledge that the occurrence of a Tax Event
          shall not constitute a Termination Event for purposes of this
          Agreement. Notwithstanding the foregoing, if a Tax Event occurs, the
          Affected Party will comply with the notice requirements of Section
          6(b)(i).

(6)       TRANSFERS. Section 7 of this Agreement is replaced in its entirety
          with the following:


                                       25
<PAGE>

          "(a) Neither this Agreement nor any interest or obligation in or under
               this Agreement may be transferred by Party A to another entity
               without the prior written consent of Party B and the "Agent" (as
               such term is defined in clause (b) below); and

          (b)  Neither this Agreement nor any interest in or under this
               Agreement may be transferred by Party B to any other entity
               without Party A's prior written consent, such consent not to
               be unreasonably withheld, PROVIDED, HOWEVER, that
               notwithstanding the foregoing, Party A hereby consents to
               Party B's assignment of all of Party B's interest hereunder as
               security for its obligations (the "SECURED OBLIGATIONS") under
               that certain Face Amount Certificate Agreement dated as of
               April 24, 1998 (as the same may be amended, restated,
               supplemented or otherwise modified from time to time, the
               "FACE AMOUNT CERTIFICATE AGREEMENT") among Party B,
               International Securitization Corporation and The First
               National Bank of Chicago, as Agent thereunder (the "AGENT"),
               and certain related agreements, and hereby agrees that it
               shall recognize any such secured party transferee as having
               all of the rights of Party B hereunder."

(7)  JURISDICTION; WAIVER OF JURY TRIAL. Section 13 of this Agreement is
     replaced in its entirety with the following:

          "(i)  With respect to any suit, action or proceeding relating to this
          Agreement ("PROCEEDINGS"), each party irrevocably submits to the
          exclusive jurisdiction of the state or federal courts located in Cook
          County, City of Chicago, Illinois, PROVIDED, that the parties
          acknowledge that any appeals from those courts may have to be heard by
          a court located outside of Cook County, City of Chicago, Illinois,
          and, PROVIDED, FURTHER, that nothing in this agreement shall be deemed
          or operate to preclude either party from bringing suit or taking other
          legal action in any other jurisdiction to enforce a judgment or other
          court order in its favor. Each party hereto expressly submits and
          consents in advance to such jurisdiction in any action or suit
          commenced in any such court, and waives any objection which it may
          have based upon lack of personal jurisdiction, improper venue or FORUM
          NON CONVENIENS and hereby consents to the granting of such legal or
          equitable relief as is deemed appropriate by such court.

          (ii)  Because disputes arising in connection with complex financial
          transactions are most quickly and economically resolved by an
          experienced and expert person and the parties wish applicable state
          and federal laws to apply (rather than arbitration rules), the parties
          desire that disputes arising hereunder or relating hereto be resolved
          by a judge applying such applicable laws. Therefore, to achieve the
          best combination of the benefits of the judicial system and of
          arbitration, the parties hereto waive all right to trial by jury in
          any Proceedings brought to resolve any dispute, whether sounding in
          contract, tort, or otherwise, between the parties


                                       26
<PAGE>

          hereto arising out of, connected with, related to, or incidental to
          the relationship established in connection with, this Agreement."

(8)  INTERPRETATION. References in this Agreement to the parties hereto, Party A
     and Party B shall (for the avoidance of doubt) include, where appropriate,
     any permitted successor or assign thereof.

(9)  DEFINITIONS. This Agreement, each Confirmation and each Transaction are
     subject to the 1991 ISDA Definitions (as published by the International
     Swaps and Derivatives Association, Inc.) (the "DEFINITIONS") and will be
     governed in all respects by the provisions set forth in the Definitions,
     without regard to any amendments to the Definitions subsequent to the date
     hereof. The provisions of the Definitions are incorporated by reference in
     and shall be deemed to be part of this Agreement and each Confirmation as
     if set forth in full in this Agreement and in each such Confirmation. In
     the event of any inconsistency between the provisions of this Agreement and
     the Definitions, this Agreement will prevail.

(10) PERFORMANCE BY THE AGENT. Party A acknowledges that the obligations of
     Party B under the Agreement may be performed by the Agent.

(11) NO PROCEEDINGS AGAINST PARTY B. Party A hereby agrees (which agreement
     shall, pursuant to the terms of this Agreement, be binding upon its
     successors and assigns) that it shall not institute against, or join any
     other person in instituting against, Party B any bankruptcy,
     reorganization, arrangement, insolvency, or liquidation proceeding, or
     other proceeding under any federal or state bankruptcy or similar law, for
     one year and a day after the Secured Obligations of Party B have been paid
     in full and the Face Amount Certificate Agreement shall have terminated in
     accordance with its terms. The provisions of this Section 11 shall survive
     the termination of this Agreement.

(12) NO RECOURSE. Anything contained in this Agreement to the contrary
     notwithstanding, all payments to be made by Party B under this Agreement
     shall be made by Party B solely from cash available to Party B for the
     payment of such obligations following application of Party B's funds in
     accordance with the priority of payments set forth in the Investment
     Management Agreement dated as of April 24, 1998 (as the same may be
     amended, restated, supplemented or otherwise modified from time to time,
     the "INVESTMENT MANAGEMENT AGREEMENT") among Party B, Integrity Capital
     Advisors, Inc., a Delaware corporation, as the "Portfolio Manager"
     thereunder (in such capacity, the "PORTFOLIO MANAGER") and the Agent
     (collectively "AVAILABLE FUNDS"). No recourse shall be had against Party B
     personally or against any incorporator, shareholder, officer, director,
     employee, agent, attorney, accountant or other representative of Party B
     with respect to any of the covenants, agreements, representations or
     warranties of Party B contained in this Agreement, it being understood that
     such covenants, representations or warranties are enforceable only to the
     extent of Available Funds. The provisions of this Section 12 shall


                                       27
<PAGE>

     survive the termination of this Agreement. Party A hereby acknowledges
     that, pursuant to the terms and conditions of this Agreement, Party B is or
     may be required, from time to time, to make certain payments to Party A,
     either as compensation for services rendered, reimbursement for out of
     pocket expenses, indemnification, or otherwise, as set forth herein. Party
     A hereby agrees that, notwithstanding any other provision of this
     Agreement, at any time that any Secured Obligations are outstanding and no
     Insolvency Event (as defined below) has occurred and is continuing, (i)
     Party B shall not make any such payment to Party A, (ii) Party B shall have
     no duty, liability or obligation to make any such payment to Party A, (iii)
     no such payment shall be due from Party B and (iv) Party A shall have no
     right to enforce any claim against Party B in respect of any such payment,
     in each case unless and to the extent (x) that the making of such payment
     by Party B would not render Party B insolvent and (y) Party B has received
     funds with respect to such obligations which may be used to make such
     payment and which funds are not required to pay Secured Obligations when
     due. As used in this Section the term "INSOLVENCY EVENT" shall mean an
     event of the type described in Section 5(a)(vii) of the Agreement with
     respect to Party B.

(13) NO SET-OFF. Notwithstanding any Set-off right contained in any Other
     Agreement (as defined below) or any agreement relating to any Other
     Agreement between Party A or any Affiliate of Party A, on the one hand, and
     Party B or any Affiliate of Party B on the other, whether now in existence
     or hereafter entered into, each party agrees that all payments required to
     be made by it under this Agreement shall be made without Set-off, and that
     it shall not withhold payment or delivery under this Agreement in respect
     of, any default by the other party or any Affiliate of the other party
     under any Other Agreement or any amount relating to any Other Agreement
     between the other party or any Affiliate of the other party, on the one
     hand, and it or any affiliate of it, on the other, PROVIDED, HOWEVER, that
     the foregoing shall not be construed so as to preclude the operation of the
     netting provision of Section 2(c)(ii). As used herein, "OTHER AGREEMENT"
     means any agreement, including, but not limited to, (i) any transaction
     (including an agreement with respect thereto) which is a rate swap
     transaction, basis swap, forward rate transaction, commodity swap,
     commodity option, equity or equity index swap, equity or equity index
     option, bond option, interest rate option, foreign exchange transaction,
     cap transaction floor transaction, currency option or any other similar
     transaction (including any option with respect to any of these
     transactions), (ii) any obligation (whether present or future, contingent
     or otherwise) in respect of borrowed money, or (iii) any combination of one
     or more of the transactions described above. Furthermore, for this purpose,
     "SET-OFF" means set-off, offset, combination of accounts, right of
     retention or withholding or similar right or requirement to which each
     party is entitled or subject (whether arising under this Agreement, another
     contract, applicable law or otherwise) that is exercised by, or imposed on,
     each party.


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<PAGE>

(14) No amendment, modification or waiver in respect of this Agreement which
     otherwise conforms to the requirements set forth in Section 9(b) shall be
     effective unless the prior written approval of the Agent has been
     obtained.



INTEGRITY LIFE INSURANCE COMPANY           312 CERTIFICATE COMPANY


By:    /s/ Thomas A. Bauer                 By:     /s/ William D. Morris
      ---------------------------------           ------------------------
Name:  Thomas A. Bauer                     Name:  William D. Morris
      ---------------------------------           ------------------------
Title: Derivatives Portfolio Manager       Title: CEO
      ---------------------------------           ------------------------


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