Robert:  Susan Flynn told me that your client is objecting to the deletion of 
the first part of the first sentence in the "Setoff" language.  I just wanted 
to explain why we are requesting this change.  In reviewing our forms during 
the latter part of 1999, we made a number of changes to both our ISDA 
Schedule and CSA.  One of these changes was the deletion of  the preamble 
language contained in the setoff provision.  We concluded that the phrase 
"Without affecting ...., all payments will be made without setoff 
...;provided, however," actually negated the effect of setoff which we WANT 
to occur UPON THE DESIGNATION OR THE DEEMED DESIGNATION of an Early 
Termination Date.  What purpose do you think the phrase serves if left in the 
setoff provision?  Please feel free to give me a call at 713/853-5620.  
Thanks.  Sara