Dresdner Bank

Rhett:
We are in the process of negotiating an ISDA with this counterparty which is
a German Bank and is not a Multibranch Party. We just received their
comments to our ISDA Schedule and they raised the following tax issues:

1. They have deleted the Section 3(f) rep in our Schedule and inserted
"none".

2. In our tax forms section, they have deleted our language and added
language that only requires them to give to us a Form 4224 in connection with
payments received by them under the ISDA that are attributable to the conduct
of a business in the US.

3. They have modified the definition of "Indemnifiable Tax" to include taxes
imposed as a result of a Change in Tax Law by an authority in the
jurisdiction of the payee, unless the payor is located in such jurisdiction .

I will send you their mark-up but I need your advice on how to handle these
comments. Thanks.
Carol