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                       AMENDMENT NO. 1 TO TRUST AGREEMENT

    This is Amendment No. 1 (this "Amendment") to that certain Reinsurance 
Trust Agreement (the "Trust Agreement") made by and among Integrity Life 
Insurance Company (the "Grantor") General American Life Insurance Company (the 
"Beneficiary") (collectively, the "Parties") and Fleet National Bank (the 
"Trustee") effective as of April 1, 1996.

    Whereas, the Parties desire to amend the Trust Agreement to clarify the 
Grantor's ability to purchase Authorized Investments which are private 
placements;

    Now, therefore, the Parties hereby agree to add new Section 1.04A to the 
Trust Agreement which new Section 1.04A shall read in its entirety as follows:

"1.04A   PRIVATE PLACEMENTS.  The Grantor is authorized to subscribe for and 
purchase Authorized Investments which are private placements in reliance on 
Regulation D under the Securities Act of 1933, as amended (the "1933 Act"), 
or other exemptions from the 1933 Act (including, without limitation, Rule 
144A thereunder).  In connection with any purchase for the Trust Account of 
investments offered to "accredited investors" in reliance on Regulation D or 
other exemptions under the 1933 Act or offered to "qualified institutional 
buyers" in reliance on Rule 144A of the 1933 Act, the Beneficiary authorizes 
the Grantor to purchase such securities for the Trust Account on the terms 
and conditions under which securities are offered, and authorizes and directs 
the Grantor and/or the Trustee to execute such documents, and make such 
commitments and/or representations, as may be required by the issuer and/or 
the seller of such securities, including, but not limited to, a 
representation that the Trust Account is an "accredited investor" and/or a 
"qualified institutional buyer," and a commitment and/or representation that 
such securities will not be offered, pledged, sold or transferred by the 
Trust Account or any subsequent transferee (including the Beneficiary) except 
in compliance with any applicable transfer restrictions imposed thereon by 
the issuer and/or seller and any state or federal securities laws.

Notwithstanding any other provisions of the Trust Agreement, the Beneficiary 
agrees to be bound by the terms, conditions and/or restrictions of any 
investment intent letter, purchase agreement or other commitment or document 
entered into by the Grantor and/or the Trustee (including, without 
limitation, any applicable restrictions on transfer) in connection with the 
purchase of such private placements pursuant to the investment authority 
granted to the Grantor under this Section 1.04A and such agreement will 
remain effective notwithstanding a subsequent termination of this Agreement.  
In addition, the Beneficiary acknowledges its understanding that the transfer 
of unregistered securities may be restricted and agrees that, prior to the 
transfer of any such securities to it pursuant to the terms and conditions of 
the Trust Agreement, it will execute any and all necessary and appropriate 
documents and make any and all necessary and appropriate representations 
and/or warranties required by the issuer and/or seller thereof in order to 
effect such transfer.  The Beneficiary acknowledges that if the conditions 
for transfer are not satisfied the securities cannot be transferred until 
such time that such conditions are satisfied and agrees that the Trustee 
shall not be liable for its refusal to transfer any such securities under 
such circumstances.  The Trustee is hereby authorized and directed to hold 
such transfer in abeyance

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until such time as such documents and/or representations are completed and 
delivered and the issuer (and/or seller) notifies the Trustee of receipt 
thereof."

    In Witness Whereof, the Parties have caused this Amendment to be duly 
executed effective as of the effective date of the Agreement (which Agreement 
shall remain unchanged and in full force and effect except as amended hereby) 
and agree that this Amendment may be signed in one or more counterparts any 
one of which need not contain the signatures of more than one party but all 
of which taken together (which may include copies delivered via facsimile) 
shall constitute this Amendment in full force and effect.

                                     GRANTOR

                                     INTEGRITY LIFE INSURANCE COMPANY

                                  By: /s/ Pat Scott
                                     -----------------------------------

                                  Title:  SECRETARY
                                        --------------------------------

                                     BENEFICIARY
                                     GENERAL AMERICAN LIFE INSURANCE COMPANY

                                  By: /s/ Mark A. Blassic
                                     -----------------------------------

                                  Title:  Vice President
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