Steven:

I am trying to finalize this master during Carol St. Clair's absence.  I have 
a few questions prior to our comments.  They are:

(1)  Have you already commented on the new form of Letter of Credit 
Provisions which Carol sent to you?  This is referred to as Exhibit A to 
Paragraph 13 of Annex A.  I did not see your response.

(2)  Have you reviewed the latest Letter of Credit format?  I did not see 
your response.

(3)  What is the genesis of Part 5, Section 18 of your redline.  I know that 
DB acquired Bankers Trust, but did Carol ever review this provision?  Have 
both parties agreed as to existing transactions?

Please let me hear from you.  Thanks.  Sara