Attached is a revised draft of the Put Option Confirmation, reflecting
comments received from Anne this morning.  I have attached both a marked and
an unmarked copy.
As discussed with Anne, I will make conforming changes to the Term Sheet and
updates to reflect a couple of additions to the Put Option Confirmation that
were in the last draft but that are not in the term sheet to the extent such
additions are not beyond the scope of the Term Sheet.

> Alicia L. Curry
> Vinson & Elkins L.L.P.
> 2300 First City Tower
> 1001 Fannin Street
> Houston, Texas 77002-6760
> Phone:  713-758-4428
> Fax:  713-615-5688
> (Licensed in New York only)
>
>
>
>
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 <<Compare.DOC>>  <<Put Option Confirmation v2.DOC>>

 - Compare.DOC
 - Put Option Confirmation v2.DOC