Further to Mary's memo of 8/18/00, I would like to add the following comments:

(1)  I initially drafted the share swap confirm as a PRICE RETURN swap.  
Scott then requested a TOTAL RETURN swap (ie, dividends included).  I met 
with accounting this morning and (Ryan believes that) the swap is price 
return only:  the asset holder is only swapping price exposure and the 
business unit should recognize the immediate dividend benefit to its asset.

PLEASE VERIFY WHETHER THE SHARE SWAPS ARE PRICE RETURN OR TOTAL RETURN

(2)  With respect to the right of "multiple optional partial swap 
terminations", please verify that:
 (a)  the business unit has the right to request that Harrier partially 
terminate the swap prior to the scheduled termination, any number of times, 
without restriction as to frequency, minimum or maximum number of shares, or 
any other limitation, irrespective of whether the asset owner actually sells 
the underlying shares.  How is this right of termination (and the multiple 
requests) to be documented?
 (b)  the "Initial Price" of the shares on the Effective Date of the swap 
WILL ALWAYS BE USED to calculate the gain or loss (vs. using the share price 
on the date of each partial termination)