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Annex I Supplemental Terms and Conditions March 28 2000 This Annex I forms a part of the Master Repurchase Agreement dated as of , 4~ (~e "Agreement") between Norwest Investment Services, Inc. and . Capitalized terms used but not defined in this Annex I shall have the meanings ascribed to them in the Agreement. the City.of San Marcos, Texas The following terms and conditions hereby supplement and/or modify the Master Repurchase Agreement between and Norwest Investment Services, Inc. ("Norwest'). 1. In cases in which Norwest is Seller, Seller and Buyer agree that notwithstanding anything in the Master Repurchase Agreement to the contrary, the transfer and delivery of the Purchased Securities may be accomplished by segregation in bulk of the Purchased Securities together with other securities being held for the benefit of third parties in connection with other repurchase agreements by Norwest or its Custodian. On the Repurchase Date the Purchased Securities shall be released to Norwest's account. 2. The last sentence of Paragraph 3(b) of the Agreement is amended to read as follows: In the event of any conflict between the terms of such Confirmation and this Agreement, such Confirmation shall prevail. Paragraph 16 is amended to read as follows: This Agreement shall be governed by the laws of the State of Minnesota without giving effect to the conflict of law principles thereof. 4. The fOllowing 2 paragraphs shall be added to Paragraph 9 of the Agreement: (c) In the case of any Transaction for which the Repurchase Date is other than the business day immediately following the Purchase Date and with respect to which Seller does not have any existing right to substitute substantially the same Securities for the Purchased Securities, Seller shall have the right, subject to the proviso to this sentence, upon notice to Buyer, which notice shall be given at or prior to 10 am (New York time) on such business day, to substitute substantially the same Securities for any Purchased Securities; provided, however, that Buyer may elect, by the close of business on the business day notice is received, or by the close of the next business day if notice is given after 10 am (New York time) on such day, not to accept such substitution. In the event such substitution is accepted by Buyer, such substitution shall be made by Seller's transfer to Buyer of such other Securities and Buyer's transfer to Seller of such Purchased Securities, and after such substitution, the substituted Securities shall be deemed to be Purchased Securities. In the event Buyer elects not to accept such substitution, Buyer shall offer Seller the right to terminate the Transaction. (d) In the event Seller exercises its right to substitute or terminate under sub-paragraph (c), Seller shall be obligated to pay to Buyer, by the close of the business day of such substitution or termination, as the case may be, an amount equal to (A) Buyer's actual cost (including all fees, expenses and commissions) of (i) entering into replacement transactions; (ii) entering into or terminating hedge transactions; and/or (iii) terminating transactions or substituting securities in like transactions with third parties in connection with or as a result of such substitution or termination, and (B) to the extent Buyer determines not to enter into replacement transactions, the loss incurred by Buyer directly arising or resulting from such substitution or termination. The foregoing amounts shall be solely determined and calculated by Buyer in good faith. March 28, 2000 This Annex I forms a part of the Master Repurchase Agreement dated as of , ~- (the "Agreement') between and Capitalized terms used but not defined in this Annex I shall have the meanings ascribed to them in the Agreement. Norwest Investment Services, Inc. S'J~- City of San Marcos, Texas By: By: Title: DRY,. Executive Vice President ~~~ Title: .. it 'aha er Date: