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                                                                     EXHIBIT 4.8

                                     FORM OF

                                     [LOGO]

                                MASTER AGREEMENT

                            dated as of______________

_______________________________________and______________________________________

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:

1. INTERPRETATION

(a) Definitions. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c) Single Agreement. All Transactions are entered into in reliance on the fact
that this Master Agreement and all Confirmations form a single agreement between
the parties (collectively referred to as this "Agreement"), and the parties
would not otherwise enter into any Transactions.

2. OBLIGATIONS

(a) General Conditions.

         (i) Each party will make each payment or delivery specified in each
    Confirmation to be made by it subject to the other provisions of this
    Agreement.

         (ii) Payments under this Agreement will be made on the due date for
    value on that date in the place of the account specified in the relevant
    Confirmation or otherwise pursuant to this Agreement, in freely transferable
    funds and in the manner customary for payments in the required currency.
    Where settlement is by delivery (that is, other than by payment), such
    delivery will be made for receipt on the due date in the manner customary
    for the relevant obligation unless otherwise specified in the relevant
    Confirmation or elsewhere in this Agreement.

         (iii) Each obligation of each party under Section 2(a)(i) is subject to
    (1) the condition precedent that no Event of Default or Potential Event of
    Default with respect to the other party has occurred and is continuing, (2)
    the condition precedent that no Early Termination Date in respect of the
    relevant Transaction has occurred or been effectively designated and (3)
    each other applicable condition precedent specified in this Agreement.

(b) Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
each change applies unless such other party gives timely notice of a reasonable
objection to such change.

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(c) Netting. If on any date amounts would otherwise be payable:

    (i)  in the same currency; and

    (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

         The parties may elect in respect of two or more Transactions that a net
amount will be determined in respect of all amounts payable on the same date in
the same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d) Deduction or Withholding for Tax.

         (i) Gross-Up. All payments under this Agreement will be made without
    any deduction or withholding for or on account of any Tax unless such
    deduction or withholding is required by any applicable law, as modified by
    the practice of any relevant governmental revenue authority, then in effect.
    If a party is so required to deduct or withhold, then that party ("X")
    will:--

              (1) promptly notify the other party ("Y") of such requirement;

              (2) pay to the relevant authorities the full amount required to be
         deducted or withheld (including the full amount required to be deducted
         or withheld from any additional amount paid by X to Y under this
         Section 2(d)) promptly upon the earlier of determining that such
         deduction or withholding is required or receiving notice that such
         amount has been assessed against Y;

              (3) promptly forward to Y an official receipt (or a certified
         copy), or other documentation reasonably acceptable to Y, evidencing
         such payment to such authorities; and

              (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to
         the payment to which Y is otherwise entitled under this Agreement, such
         additional amount as is necessary to ensure that the net amount
         actually received by Y (free and clear of Indemnifiable Taxes, whether
         assessed against X or Y) will equal the full amount Y would have
         received had no such deduction or withholding been required. However, X
         will not be required to pay any additional amount to Y to the extent
         that it would not be required to be paid but for:--

                   (A) the failure by Y to comply with or perform any agreement
              contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

                   (B) the failure of a representation made by Y pursuant to
              Section 3(f) to be accurate and true unless such failure would not
              have occurred but for (i) any action taken by a taxing authority,
              or brought in a court of competent jurisdiction, on or after the
              date on which a Transaction is entered into (regardless of whether
              such action is taken or brought with respect to a party to this
              Agreement) or (ii) a Change in Tax Law.

    (ii) Liability. If:--

              (1) X is required by any applicable law, as modified by the
         practice of any relevant governmental revenue authority, to make any
         deduction or withholding in respect of which X would not be required to
         pay an additional amount to Y under Section 2(d)(i)(4);

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              (2) X does not so deduct or withhold; and

              (3) a liability resulting from such Tax is assessed directly
         against X,

              then, except to the extent Y has satisfied or then satisfies the
    liability resulting from such Tax, Y will promptly pay to X the amount of
    such liability (including any related liability for interest, but including
    any related liability for penalties only if Y has failed to comply with or
    perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.  REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:--

(a) Basic Representations.

         (i) Status. It is duly organized and validly existing under the laws of
    the jurisdiction of its organization or incorporation and, if relevant under
    such laws, in good standing;

         (ii) Powers. It has the power to execute this Agreement and any other
    documentation relating to this Agreement to which it is a party, to deliver
    this Agreement and any other documentation relating to this Agreement that
    it is required by this Agreement to deliver and to perform its obligations
    under this Agreement and any obligations it has under any Credit Support
    Document to which it is a party and has taken all necessary action to
    authorize such execution, delivery and performance;

         (iii) No Violation or Conflict. Such execution, delivery and
    performance do not violate or conflict with any law applicable to it, any
    provision of its constitutional documents, any order or judgment of any
    court or other agency of government applicable to it or any of its assets or
    any contractual restriction binding on or affecting it or any of its assets;

         (iv) Consents. All governmental and other consents that are required to
    have been obtained by it with respect to this Agreement or any Credit
    Support Document to which it is a party have been obtained and are in full
    force and effect and all conditions of any such consents have been complied
    with; and

         (v) Obligations Binding. Its obligations under this Agreement and any
    Credit Support Document to which it is a party constitute its legal, valid
    and binding obligations, enforceable in accordance with their respective
    terms (subject to applicable bankruptcy, reorganization, insolvency,
    moratorium or similar laws affecting creditors' rights generally and
    subject, as to enforceability, to equitable principles of general
    application (regardless of whether enforcement is sought in a proceeding in
    equity or at law)).

(b) Absence of Certain Events. No Event of Default or Potential Event of Default
or, to its knowledge, Termination Event with respect to it has occurred and is
continuing and no such event or circumstance would occur as a result of its
entering into or performing its obligations under this Agreement or any Credit
Support Document to which it is a party.

(c) Absence of Litigation. There is not pending or, to its knowledge, threatened
against it or any of its Affiliates any action, suit or proceeding at law or in
equity or before any court, tribunal, governmental body, agency or official or
any arbitrator that is likely to affect the legality, validity or enforceability
against it of this Agreement or any

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Credit Support Document to which it is a party or its ability to perform its
obligations under this Agreement or such Credit Support Document.

(d) Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e) Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payee Tax Representations. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.

4. AGREEMENTS

         Each party agrees with the other that, so long as either party has or
may have any obligation under this Agreement or under any Credit Support
Document to which it is a party:--

(a) Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

              (i) any forms, documents or certificates relating to taxation
    specified in the Schedule or any Confirmation;

              (ii) any other documents specified in the Schedule or any
    Confirmation; and

              (iii) upon reasonable demand by such other party, any form or
    document that may be required or reasonably requested in writing in order to
    allow such other party or its Credit Support Provider to make a payment
    under this Agreement or any applicable Credit Support Document without any
    deduction or withholding for or on account of any Tax or with such deduction
    or withholding at a reduced rate (so long as the completion, execution or
    submission of such form or document would not materially prejudice the legal
    or commercial position of the party in receipt of such demand), with any
    such form or document to be accurate and completed in a manner reasonably
    satisfactory to such other party and to be executed and to be delivered with
    any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b) Maintain Authorizations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c) Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated, organized, managed and
controlled, or considered to have its seat, or in which a branch or office
through which it is acting for the purpose of this Agreement is located ("Stamp
Tax Jurisdiction") and will indemnify the other party against any Stamp Tax
levied or imposed upon the other party or in respect of the other party's
execution or performance of this Agreement by any such Stamp Tax Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other party.

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5. EVENTS OF DEFAULT AND TERMINATION EVENTS

(a) Events of Default. The occurrence at any time with respect to a party or, if
applicable, any Credit Support Provider of such party or any Specified Entity of
such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:--

         (i) Failure to Pay or Deliver. Failure by the party to make, when due,
    any payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
    required to be made by it if such failure is not remedied on or before the
    third Local Business Day after notice of such failure is given to the party;

         (ii) Breach of Agreement. Failure by the party to comply with or
    perform any agreement or obligation (other than an obligation to make any
    payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to
    give notice of a Termination Event or any agreement or obligation under
    Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the
    party in accordance with this Agreement if such failure is not remedied on
    or before the thirtieth day after notice of such failure is given to the
    party;

         (iii) Credit Support Default.

              (1) Failure by the party or any Credit Support Provider of such
         party to comply with or perform any agreement or obligation to be
         complied with or performed by it in accordance with any Credit Support
         Document if such failure is continuing after any applicable grace
         period has elapsed;

              (2) the expiration or termination of such Credit Support Document
         or the failing or ceasing of such Credit Support Document to be in full
         force and effect for the purpose of this Agreement (in either case
         other than in accordance with its terms) prior to the satisfaction of
         all obligations of such party under each Transaction to which such
         Credit Support Document relates without the written consent of the
         other party; or

              (3) the party or such Credit Support Provider disaffirms,
         disclaims, repudiates or rejects, in whole or in part, or challenges
         the validity of, such Credit Support Document;

         (iv) Misrepresentation. A representation (other than a representation
    under Section 3(e) or (f)) made or repeated or deemed to have been made or
    repeated by the party or any Credit Support Provider of such party in this
    Agreement or any Credit Support Document proves to have been incorrect or
    misleading in any material respect when made or repeated or deemed to have
    been made or repeated;

         (v) Default Under Specified Transaction. The party, any Credit Support
    Provider of such party or any applicable Specified Entity of such party (1)
    defaults under a Specified Transaction and, after giving effect to any
    applicable notice requirement or grace period, there occurs a liquidation
    of, an acceleration of obligations under, or an early termination of, that
    Specified Transaction, (2) defaults, after giving effect to any applicable
    notice requirement or grace period, in making any payment or delivery due on
    the last payment, delivery or exchange date of, or any payment on early
    termination of, a Specified Transaction (or such default continues for at
    least three Local Business Days if there is no applicable notice requirement
    or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in
    whole or in part, a Specified Transaction (or such action is taken by any
    person or entity appointed or empowered to operate it or act on its behalf);

         (vi) Cross Default. If "Cross Default" is specified in the Schedule as
    applying to the party, the occurrence or existence of (1) a default, event
    of default or other similar condition or event (however described) in
    respect of such party, any Credit Support Provider of such party or any
    applicable Specified Entity of such party under one or more agreements or
    instruments relating to Specified Indebtedness of any of them (individually
    or collectively) in an aggregate amount of not less than the applicable
    Threshold Amount (as specified in the Schedule) which has resulted in such
    Specified Indebtedness becoming, or becoming capable at such time of being
    declared, due and payable under such agreements or instruments, before it
    would otherwise have been due and payable or (2) a default by such party,
    such Credit Support Provider or such Specified Entity (individually or
    collectively) in making one or more payments on the due date thereof in an
    aggregate amount of not less than the applicable Threshold Amount under such
    agreements or instruments (after giving effect to any applicable notice
    requirement or grace period);
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         (vii) Bankruptcy. The party, any Credit Support Provider of such party
    or any applicable Specified Entity of such party:--

              (1) is dissolved (other than pursuant to a consolidation,
         amalgamation or merger); (2) becomes insolvent or is unable to pay its
         debts or fails or admits in writing its inability generally to pay its
         debts as they become due; (3) makes a general assignment, arrangement
         or composition with or for the benefit of its creditors; (4) institutes
         or has instituted against it a proceeding seeking a judgment of
         insolvency or bankruptcy or any other relief under any bankruptcy or
         insolvency law or other similar law affecting creditors' rights, or a
         petition is presented for its winding-up or liquidation, and, in the
         case of any such proceeding or petition instituted or presented against
         it, such proceeding or petition (A) results in a judgment of insolvency
         or bankruptcy or the entry of an order for relief or the making of an
         order for its winding-up or liquidation or (B) is not dismissed,
         discharged, stayed or restrained in each case within 30 days of the
         institution or presentation thereof; (5) has a resolution passed for
         its winding-up, official management or liquidation (other than pursuant
         to a consolidation, amalgamation or merger); (6) seeks or becomes
         subject to the appointment of an administrator, provisional liquidator,
         conservator, receiver, trustee, custodian or other similar official for
         it or for all or substantially all its assets; (7) has a secured party
         take possession of all or substantially all its assets or has a
         distress, execution, attachment, sequestration or other legal process
         levied, enforced or sued on or against all or substantially all its
         assets and such secured party maintains possession, or any such process
         is not dismissed, discharged, stayed or restrained, in each case within
         30 days thereafter; (8) causes or is subject to any event with respect
         to it which, under the applicable laws of any jurisdiction, has an
         analogous effect to any of the events specified in clauses (1) to (7)
         (inclusive); or (9) takes any action in furtherance of, or indicating
         its consent to, approval of, or acquiescence in, any of the foregoing
         acts; or

         (viii) Merger Without Assumption. The party or any Credit Support
    Provider of such party consolidates or amalgamates with, or merges with or
    into, or transfers all or substantially all its assets to, another entity
    and, at the time of such consolidation, amalgamation, merger or transfer:--

              (1) the resulting, serving or transferee entity fails to assume
         all the obligations of such party or such Credit Support Provider under
         this Agreement or any Credit Support Document to which it or its
         predecessor was a party by operation of law or pursuant to an agreement
         reasonably satisfactory to the other party to this Agreement; or

              (2) the benefits of any Credit Support Document fail to extend
         (without the consent of the other party) to the performance by such
         resulting, surviving or transferee entity of its obligations under this
         Agreement.

(b) Termination Events. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such Party of any event specified below constitutes an Illegality if the
event is specified in (i) below, a Tax Event if the event is specified in (ii)
below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event Upon Merger if the event is
specified pursuant to (iv) below or an Additional Termination Event if the event
is specified pursuant to (v) below:--

         (i) Illegality. Due to the adoption of, or any change in, any
    applicable law after the date on which a Transaction is entered into, or due
    to the promulgation of, or any change in, the interpretation by any court,
    tribunal or regulatory authority with competent jurisdiction of any
    applicable law after such date, it becomes unlawful (other than as a result
    of a breach by the party of Section 4(b)) for such party (which will be the
    Affected Party):--

              (1) to perform any absolute or contingent obligation to make a
         payment or delivery or to receive a payment or delivery in respect of
         such Transaction or to comply with any other material provision of this
         Agreement relating to such Transaction; or

              (2) to perform, or for any Credit Support Provider of such party
         to perform, any contingent or other obligation which the party (or such
         Credit Support Provider) has under any Credit Support Document relating
         to such Transaction;

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         (ii) Tax Event. Due to (x) any action taken by a taxing authority, or
    brought in a court of competent jurisdiction, on or after the date on which
    a Transaction is entered into (regardless of whether such action is taken or
    brought with respect to a party to this Agreement) or (y) a Change in Tax
    Law, the party (which will be the Affected Party) will, or there is a
    substantial likelihood that it will, on the next succeeding Scheduled
    Payment Date (1) be required to pay to the other party an additional amount
    in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in
    respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a
    payment from which an amount is required to be deducted or withheld for or
    on account of a Tax (except in respect of interest under Section 2(e),
    6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect
    of such Tax under Section 2(d)(i)(4) (other than by reason of Section
    2(d)(i)(4)(A) or (B));

         (iii) Tax Event Upon Merger. The party (the "Burdened Party") on the
    next succeeding Scheduled Payment Date will either (1) be required to pay an
    additional amount in respect of an Indemnifiable Tax under Section
    2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
    6(e)) or (2) receive a payment from which an amount has been deducted or
    withheld for or on account of any Indemnifiable Tax in respect of which the
    other party is not required to pay an additional amount (other than by
    reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
    party consolidating or amalgamating with, or merging with or into, or
    transferring all or substantially all its assets to, another entity (which
    will be the Affected Party) where such action does not constitute an event
    described in Section 5(a)(viii);

         (iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is
    specified in the Schedule as applying to the party, such party ("X"), any
    Credit Support Provider of X or any applicable Specified Entity of X
    consolidates or amalgamates with, or merges with or into, or transfers all
    or substantially all its assets to, another entity and such action does not
    constitute an event described in Section 5(a)(viii) but the creditworthiness
    of the resulting, surviving or transferee entity is materially weaker than
    that of X, such Credit Support Provider or such Specified Entity, as the
    case may be, immediately prior to such action (and, in such event, X or its
    successor or transferee, as appropriate, will be the Affected Party); or

         (v) Additional Termination Event. If any "Additional Termination Event"
    is specified in the Schedule or any Confirmation as applying, the occurrence
    of such event (and, in such event, the Affected Party or Affected Parties
    shall be as specified for such Additional Termination Event in the Schedule
    or such Confirmation).

(c) Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.

6. EARLY TERMINATION

 (a) Right to Terminate Following Event of Default. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b) Right to Terminate Following Termination Event.

         (i) Notice. If a Termination Event occurs, an Affected Party will,
    promptly upon becoming aware of it, notify the other party, specifying the
    nature of that Termination Event and each Affected Transaction and will also
    give such other information about that Termination Event as the other party
    may reasonably require.

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         (ii) Transfer to Avoid Termination Event. If either an illegality under
    Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
    Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
    Affected Party, the Affected Party will, as a condition to its right to
    designate an Early Termination Date under Section 6(b)(iv), use all
    reasonable efforts (which will not require such party to incur a loss,
    excluding immaterial, incidental expenses) to transfer within 20 days after
    it gives notice under Section 6(b)(i) all its rights and obligations under
    this Agreement in respect of the Affected Transactions to another of its
    Offices or Affiliates so that such Termination Event ceases to exist.

         If the Affected Party is not able to make such a transfer it will give
    notice to the other party to that effect within such 20 day period,
    whereupon the other party may effect such a transfer within 30 days after
    the notice is given under Section 6(b)(i).

         Any such transfer by a party under this Section 6(b)(ii) will be
    subject to and conditional upon the prior written consent of the other
    party, which consent will not be withheld if such other party's policies in
    effect at such time would permit it to enter into transactions with the
    transferee on the terms proposed.

         (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1)
    or a Tax Event occurs and there are two Affected Parties, each party will
    use all reasonable efforts to reach agreement within 30 days after notice
    thereof is given under Section 6(b)(i) on action to avoid that Termination
    Event.

         (iv) Right To Terminate. If:--

              (1) a transfer under Section 6(b)(ii) or an agreement under
         Section 6(b)(iii), as the case may be, has not been effected with
         respect to all Affected Transactions within 30 days after an Affected
         Party gives notice under Section 6(b)(i); or

              (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon
         Merger or an Additional Termination Event occurs, or a Tax Event Upon
         Merger occurs and the Burdened Party is not the Affected Party,

    either party in the case of an Illegality, the Burdened Party in the case of
    a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an
    Additional Termination Event if there is more than one Affected Party, or
    the party which is not the Affected Party in the case of a Credit Event Upon
    Merger or an Additional Termination Event if there is only one Affected
    Party may, by not more than 20 days notice to the other party and provided
    that the relevant Termination Event is then continuing, designate a day not
    earlier than the day such notice is effective as an Early Termination Date
    in respect of all Affected Transactions.

(c) Effect of Designation.

         (i) If notice designating an Early Termination Date is given under
    Section 6(a) or (b), the Early Termination Date will occur on the date so
    designated, whether or not the relevant Event of Default or Termination
    Event is then continuing.

         (ii) Upon the occurrence or effective designation of an Early
    Termination Date, no further payments or deliveries under Section 2(a)(i) or
    2(e) in respect of the Terminated Transactions will be required to be made,
    but without prejudice to the other provisions of this Agreement. The amount,
    if any, payable in respect of an Early Termination Date shall be determined
    pursuant to Section 6(e).

(d) Calculations.

         (i) Statement. On or as soon as reasonably practicable following the
    occurrence of an Early Termination Date, each party will make the
    calculations on its part, if any, contemplated by Section 6(e) and will
    provide to the other party a statement (1) showing, in reasonable detail,
    such calculations (including all relevant quotations and specifying any
    amount payable under Section 6(e)) and (2) giving details of the relevant
    account to which any amount payable to it is to be paid. In the absence of
    written confirmation from the source of a quotation obtained in determining
    a Market Quotation, the records of the party obtaining such quotation will
    be conclusive evidence of the existence and accuracy of such quotation.

         (ii) Payment Date. An amount calculated as being due in respect of any
    Early Termination Date under Section 6(e) will be payable on the day that
    notice of the amount payable is effective (in the

                                       8
<PAGE>

    case of an Early Termination Date which is designated or occurs as a result
    of an Event of Default) and on the day which is two Local Business Days
    after the day on which notice of the amount payable is effective (in the
    case of an Early Termination Date which is designated as a result of a
    Termination Event). Such amount will be paid together with (to the extent
    permitted under applicable law) interest thereon (before as well as after
    judgment) in the Termination Currency, from (and including) the relevant
    Early Termination Date to (but excluding) the date such amount is paid, at
    the Applicable Rate. Such interest will be calculated on the basis of daily
    compounding and the actual number of days elapsed.

(e) Payments on Early Termination. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.

         (i) Events of Default. If the Early Termination Date results from an
    Event of Default:--

              (1) First Method and Market Quotation. If the First Method and
         Market Quotation apply, the Defaulting Party will pay to the
         Non-defaulting Party the excess, if a positive number, of (A) the sum
         of the Settlement Amount (determined by the Non-defaulting Party) in
         respect of the Terminated Transactions and the Termination Currency
         Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over
         (B) the Termination Currency Equivalent of the Unpaid Amounts owing to
         the Defaulting Party.

              (2) First Method and Loss. If the First Method and Loss apply, the
         Defaulting Party will pay to the Non-defaulting Party, if a positive
         number, the Non-defaulting Party's Loss in respect of this Agreement.

              (3) Second Method and Market Quotation. If the Second Method and
         Market Quotation apply, an amount will be payable equal to (A) the sum
         of the Settlement Amount (determined by the Non-defaulting Party) in
         respect of the Terminated Transactions and the Termination Currency
         Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less
         (B) the Termination Currency Equivalent of the Unpaid Amounts owing to
         the Defaulting Party. If that amount is a positive number, the
         Defaulting Party will pay it to the Non-defaulting Party; if it is a
         negative number, the Non-defaulting Party will pay the absolute value
         of that amount to the Defaulting Party.

              (4) Second Method and Loss. If the Second Method and Loss apply,
         an amount will be payable equal to the Non-defaulting Party's Loss in
         respect of this Agreement. If that amount is a positive number, the
         Defaulting Party will pay it to the Non-defaulting Party; if it is a
         negative number, the Non-defaulting Party will pay the absolute value
         of that amount to the Defaulting Party.

         (ii) Termination Events. If the Early Termination Date results from a
    Termination Event:--

              (1) One Affected Party. If there is one Affected Party, the amount
         payable will be determined in accordance with Section 6(e)(i)(3), if
         Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
         except that, in either case, references to the Defaulting Party and to
         the Non-defaulting Party will be deemed to be references to the
         Affected Party and the party which is not the Affected Party,
         respectively, and, if Loss applies and fewer than all the Transactions
         are being terminated, Loss shall be calculated in respect of all
         Terminated Transactions.

                                       9
<PAGE>

              (2) Two Affected Parties. If there are two Affected Parties:--

                   (A) if Market Quotation applies, each party will determine a
                   Settlement Amount in respect of the Terminated Transactions,
                   and an amount will be payable equal to (i) the sum of (a)
                   one-half of the difference between the Settlement Amount of
                   the party with the higher Settlement Amount ("X") and the
                   Settlement Amount of the party with the lower Settlement
                   Amount ("Y") and (b) the Termination Currency Equivalent of
                   the Unpaid Amounts owing to X less (ii) the Termination
                   Currency Equivalent of the Unpaid Amounts owing to Y; and

                   (B) if Loss applies, each party will determine its Loss in
                   respect of this Agreement (or, if fewer than all the
                   Transactions are being terminated, in respect of all
                   Terminated Transactions) and an amount will be payable equal
                   to one-half of the difference between the Loss of the party
                   with the higher Loss ("X") and the Loss of the party with the
                   lower Loss ("Y").

              If the amount payable is a positive number, Y will pay it to X; if
              it is a negative number, X will pay the absolute value of that
              amount to Y.

         (iii) Adjustment for Bankruptcy. In circumstances where an Early
    Termination Date occurs because "Automatic Early Termination" applies in
    respect of a party, the amount determined under this Section 6(e) will be
    subject to such adjustments as are appropriate and permitted by law to
    reflect any payments or deliveries made by one party to the other under this
    Agreement (and retained by such other party) during the period from the
    relevant Early Termination Date to the date for payment determined under
    Section 6(d)(ii).

         (iv) Pre-Estimate. The parties agree that if Market Quotation applies
    an amount recoverable under this Section 6(e) is a reasonable pre-estimate
    of loss and not a penalty. Such amount is payable for the loss of bargain
    and the loss of protection against future risks and except as otherwise
    provided in this Agreement neither party will be entitled to recover any
    additional damages as a consequence of such losses.

7.  TRANSFER

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--

(a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.  CONTRACTUAL CURRENCY

(a) Payment in the Contractual Currency. Each payment under this Agreement will
be made in the relevant currency specified in this Agreement for that payment
(the "Contractual Currency"). To the extent permitted by applicable law, any
obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the

                                       10
<PAGE>

amount in the Contractual Currency so received exceeds the amount in the
Contractual Currency payable in respect of this Agreement, the party receiving
the payment will refund promptly the amount of such excess.

(b) Judgments. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c) Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

9. MISCELLANEOUS

(a) Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b) Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d) Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e) Counterparts and Confirmations.

         (i) This Agreement (and each amendment, modification and waiver in
    respect of it) may be executed and delivered in counterparts (including by
    facsimile transmission), each of which will be deemed an original.

         (ii) The parties intend that they are legally bound by the terms of
    each Transaction from the moment they agree to those terms (whether orally
    or otherwise). A Confirmation shall be entered into as soon as practicable
    and may be executed and delivered in counterparts (including by facsimile
    transmission) or be created by an exchange of telexes or by an exchange of
    electronic messages on an electronic messaging system, which in each case
    will be sufficient for all purposes to evidence a binding supplement to this
    Agreement. The parties will specify therein or through another effective
    means that any such counterpart, telex or electronic message constitutes a
    Confirmation.

(f) No Waiver of Rights. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or

                                       11
<PAGE>

privilege will not be presumed to preclude any subsequent or further exercise,
of that right, power or privilege or the exercise of any other right, power or
privilege.

(g) Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10. OFFICES; MULTIBRANCH PARTIES

(a) If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction of incorporation or organization of such party, the obligations
of such party are the same as if it had entered into the Transaction through its
head or home office. This representation will be deemed to be repeated by such
party on each date on which a Transaction is entered into.

(b) Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11. EXPENSES

    A Defaulting Party will, on demand, indemnify and hold harmless the other
party for and against all reasonable out-of-pocket expenses, including legal
fees and Stamp Tax, incurred by such other party by reason of the enforcement
and protection of its rights under this Agreement or any Credit Support Document
to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, costs of collection.

12. NOTICES

    (a) Effectiveness. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

         (i) if in writing and delivered in person or by courier, on the date it
    is delivered;

         (ii) if sent by telex, on the date the recipient's answerback is
    received;

         (iii) if sent by facsimile transmission, on the date that transmission
    is received by a responsible employee of the recipient in legible form (it
    being agreed that the burden of proving receipt will be on the sender and
    will not be met by a transmission report generated by the sender's facsimile
    machine);

         (iv) if sent by certified or registered mail (airmail, if overseas) or
    the equivalent (return receipt requested), on the date that mail is
    delivered or its delivery is attempted; or

         (v) if sent by electronic messaging system, on the date that electronic
    message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

    (b) Change of Addresses. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

                                       12
<PAGE>

13. GOVERNING LAW AND JURISDICTION

(a) Governing Law. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b) Jurisdiction. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably:--

         (i) submits to the jurisdiction of the English courts, if this
    Agreement is expressed to be governed by English law, or to the
    non-exclusive jurisdiction of the courts of the State of New York and the
    United States District Court located in the Borough of Manhattan in New York
    City, if this Agreement is expressed to be governed by the laws of the State
    of New York; and

         (ii) waives any objection which it may have at any time to the laying
    of venue of any Proceedings brought in any such court, waives any claim that
    such Proceedings have been brought in an inconvenient forum and further
    waives the right to object, with respect to such Proceedings, that such
    court does not have any jurisdiction over such party.

    Nothing in this Agreement precludes either party from bringing Proceedings
in any other jurisdiction (outside, if this Agreement is expressed to be
governed by English law, the Contracting States, as defined in Section 1(3) of
the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c) Service of Process. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any reason any party's
Process Agent is unable to act as such, such party will promptly notify the
other party and within 30 days appoint a substitute process agent acceptable to
the other party. The parties irrevocably consent to service of process given in
the manner provided for notices in Section 12. Nothing in this Agreement will
affect the right of either party to serve process in any other manner permitted
by law.

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14. DEFINITIONS

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"Applicable Rate" means:--

(a) in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

                                       13
<PAGE>

(b) in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
Rate; and

(d) in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change In Tax Law" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"Consent" includes a consent, approval, action, authorization, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as
such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event Of Default" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organized, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or fixed
place of business in such jurisdiction, but excluding a connection arising
solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document).

"Law" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"Lawful" and "Unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial center, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its

                                       14
<PAGE>

terminating, liquidating, obtaining or reestablishing any hedge or related
trading position (or any gain resulting from any of them). Loss includes losses
and costs (or gains) in respect of any payment or delivery required to have been
made (assuming satisfaction of each applicable condition precedent) on or before
the relevant Early Termination Date and not made, except so as to avoid
duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does
not include a party's legal fees and out-of-pocket expenses referred to under
Section 11. A party will determine its Loss as of the relevant Early Termination
Date, or, if that is not reasonably practicable, as of the earliest date
thereafter as is reasonably practicable. A party may (but need not) determine
its Loss by reference to quotations of relevant rates or prices from one or more
leading dealers in the relevant markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have been required after that date. For this
purpose, Unpaid Amounts in respect of the Terminated Transaction or group of
Terminated Transactions are to be excluded but, without limitation, any payment
or delivery that would, but for the relevant Early Termination Date, have been
required (assuming satisfaction of each applicable condition precedent) after
that Early Termination Date is to be included. The Replacement Transaction would
be subject to such documentation as such party and the Reference Market-maker
may, in good faith, agree. The party making the determination (or its agent)
will request each Reference Market-maker to provide its quotation to the extent
reasonably practicable as of the same day and time (without regard to different
time zones) on or as soon as reasonably practicable after the relevant Early
Termination Date. The day and time as of which those quotations are to be
obtained will be selected in good faith by the party obliged to make a
determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations, without regard
to the quotations having the highest and lowest values. If exactly three such
quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if more
than one quotation has the same highest value or lowest value, then one of such
quotations shall be disregarded. If fewer than three quotations are provided, it
will be deemed that the Market Quotation in respect of such Terminated
Transaction or group of Terminated Transactions cannot be determined.

"Non-Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"Non-Defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head or
home office.

"Potential Event Of Default" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"Reference Market-Makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organized, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

                                       15
<PAGE>

"Set-Off" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of:--

(a) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to any
Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

                                       16
<PAGE>

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market value of that which was (or would have been) required to be
delivered as of the originally scheduled date for delivery, in each case
together with (to the extent permitted under applicable law) interest, in the
currency of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or performed to
(but excluding) such Early Termination Date, at the Applicable Rate. Such
amounts of interest will be calculated on the basis of daily compounding and the
actual number of days elapsed. The fair market value of any obligation referred
to in clause (b) above shall be reasonably determined by the party obliged to
make the determination under Section 6(e) or, if each party is so obliged, it
shall be the average of the Termination Currency Equivalents of the fair market
values reasonably determined by both parties.

         IN WITNESS WHEREOF the parties have executed this document on the
respective dates specified below with effect from the date specified on the
first page of this document.



                                   ---------------------------------------------
                                                  (Name of Party)


                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:
                                   Date:



                                   ---------------------------------------------
                                                  (Name of Party)


                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:
                                   Date:


                                       17
<PAGE>

(MULTICURRENCY--CROSS BORDER)


                           ISDA-REGISTERED TRADEMARK-


                  INTERNATIONAL SWAP DEALERS ASSOCIATION, INC.


                                    SCHEDULE
                                     TO THE
                                MASTER AGREEMENT


          DATED AS OF _________________________________________________


    BETWEEN ______________________________ AND ______________________________
                   ("PARTY A")                         ("PARTY B")

PART 1.  TERMINATION PROVISIONS.

(a)      "Specified Entity" means in relation to Party A for the purpose of:--

         Section 5(a)(v),   ____________________________________________________

         Section 5(a)(vi),  ____________________________________________________

         Section 5(a)(vii), ____________________________________________________

         Section 5(b)(iv),  ____________________________________________________


                And in Relation to Party B for the Purpose of:--

         Section 5(a)(v),  _____________________________________________________

         Section 5(a)(vi),  ____________________________________________________

         Section 5(a)(vii), ____________________________________________________

         Section 5(b)(iv),  ____________________________________________________

(b) "Specified Transaction" will have the meaning specified in Section 14 of
this Agreement unless another meaning is specified here
________________________________________________________________________________

________________________________________________________________________________

(c)      The "Cross Default" provisions of Section 5(a)(vi)
         will/will not * apply to Party A
         will/will not * apply to Party B

         If such provisions apply:--

         "Specified Indebtedness" will have the meaning specified in Section 14
of this Agreement unless another meaning is specified here
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

--------------
 * Delete as applicable.

                                       18
<PAGE>

 "Threshold Amount" means ______________________________________________________

________________________________________________________________________________


(d)      The "Credit Event Upon Merger" provisions of Section 5(b)(iv)
         will/will not * apply to Party A
         will/will not * apply to Party B

(e)      The "Automatic Early Termination" provision of Section 6(a)
         will/will not * apply to Party A
         will/will not * apply to Party B

(f)      Payments On Early Termination. For the purpose of Section 6(e) of this
         Agreement:--

         (i)      Market Quotation/Loss * will apply.

         (ii)     The First Method/The Second Method * will apply.

(g)      "Termination Currency" means ______________________, if such currency
         is specified and freely available, and otherwise United States Dollars.

(h)      Additional Termination Event will/will not apply*. The following shall
         constitute an Additional Termination Event:--__________________________

________________________________________________________________________________

________________________________________________________________________________

         For the purpose of the foregoing Termination Event, the Affected Party
or Affected Parties shall be:--_________________________________________________

________________________________________________________________________________

________________________________________________________________________________

PART 2.  TAX REPRESENTATIONS.

(a)      Payer Representations. For the purpose of Section 3(e) of this
Agreement, Party A will/will not* make the following representation and Party B
will/will not* make the following representation:--

         It is not required by any applicable law, as modified by the practice
of any relevant governmental revenue authority, of any Relevant Jurisdiction to
make any deduction or withholding for or on account of any Tax from any payment
(other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
be made by it to the other party under this Agreement. In making this
representation, it may rely on (i) the accuracy of any representations made by
the other party pursuant to Section 3(f) of this Agreement, (ii) the
satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this
Agreement and the accuracy and effectiveness of any document provided by the
other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii)
the satisfaction of the agreement of the other party contained in Section 4(d)
of this Agreement, PROVIDED that it shall not be a breach of this representation
where reliance is placed on clause (ii) and the other party does not deliver a
form or document under Section 4(a)(iii) by reason of material prejudice to its
legal or commercial position.

(b)       Payee Representations. For the purpose of Section 3(f) of this
Agreement, Party A and Party B make the representations specified below, if any:

         (i) The following representations will/will not* apply to Party A and
will/will not* apply to Party B:--

         It is fully eligible for the benefits of the "Business Profits" or
"Industrial and Commercial Profits" provision, as the case may be, the
"Interest" provision or the "Other Income" provision (if any) of the Specified
Treaty with respect to any payment described in such provisions and received or
to be received by it in connection with this Agreement and no such payment is
attributable to a trade or business carried on by it through a permanent
establishment in the Specified Jurisdiction.

--------------
 * Delete as applicable.

                                       19
<PAGE>

If such representation applies, then:--

"Specified Treaty" means with respect to Party A  ______________________________

"Specified Jurisdiction" means with respect to Party A _________________________

"Specified Treaty" means with respect to Party B  ______________________________

"Specified Jurisdiction" means with respect to Party B  ________________________

         (ii) The following representation will/will not* apply to Party A and
will/will not * apply to Party B:--

         Each payment received or to be received by it in connection with this
Agreement will be effectively connected with its conduct of a trade or business
in the Specified Jurisdiction.

If such representation applies, then:--

"Specified Jurisdiction" means with respect to Party A _________________________

"Specified Jurisdiction" means with respect to Party B _________________________

         (iii) The following representations will/will not* apply to Party A and
will/will not * apply to Party B:--

         (A) It is entering into each Transaction in the ordinary course of its
trade as, and is, either (1) a recognized U.K. bank or (2) a recognized U.K.
swaps dealer (in either case (1) or (2), for purposes of the United Kingdom
Inland Revenue extra statutory concession C17 on interest and currency swaps
dated March 14, 1989), and (B) it will bring into account payments made and
received in respect of each Transaction in computing its income for United
Kingdom tax purposes.

         (iv)     Other Payee Representations:-- _______________________________

________________________________________________________________________________

________________________________________________________________________________

         N.B. The above representations may need modification if either party is
a Multibranch Party.

PART 3.  AGREEMENT TO DELIVER DOCUMENTS.

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver the following documents, as applicable:--

(a)      Tax forms, documents or certificates to be delivered are:--

<TABLE>
<CAPTION>
         Party required to                        Form/Document/                         Date by which
          deliver document                          Certificate                         to be delivered
<S>                                                 <C>                                 <C>
-------------------------------------   ------------------------------------   ----------------------------------

-------------------------------------   ------------------------------------   ----------------------------------

-------------------------------------   ------------------------------------   ----------------------------------

-------------------------------------   ------------------------------------   ----------------------------------

-------------------------------------   ------------------------------------   ----------------------------------
</TABLE>

--------------
 * Delete as applicable.

                                       20
<PAGE>



 (b) Other documents to be delivered are:--

<TABLE>
<CAPTION>
                                                                                                 Covered by
      Party required to                Form/Document/                 Date by which              Section 3(d)
       deliver document                  Certificate                 to be delivered           Representation
<S>                                     <C>                             <C>                        <C>
                                                                                                   Yes/No*
-------------------------------   --------------------------   ----------------------------
                                                                                                   Yes/No*
-------------------------------   --------------------------   ----------------------------
                                                                                                   Yes/No*
-------------------------------   --------------------------   ----------------------------
                                                                                                   Yes/No*
-------------------------------   --------------------------   ----------------------------
                                                                                                   Yes/No*
-------------------------------   --------------------------   ----------------------------
</TABLE>

<TABLE>
<CAPTION>
PART 4.  MISCELLANEOUS

(a)      Addresses for Notices. For the purpose of Section 12(a) of this Agreement:--
<S>      <C>
         Address for notices or communications to Party A:--

         Address:   __________________________________________

         Attention:   _________________________________________

         Telex No.:__________________________________         Answerback:  _____________________

         Facsimile No.: _______________________________       Telephone No.:   _________________

         Electronic Messaging System Details:  _________________________________________________

         Address for notices or communications to Party B:--

         Address:   ____________________________________________________________________________

         Attention:   __________________________________________________________________________

         Telex No.: Answerback:  _______________________________________________________________

         Facsimile No.:  ______________________________       Telephone No.:  __________________

         Electronic Messaging System Details:  _________________________________________________

(b)      Process Agent.  For the purpose of Section 13(c) of this Agreement:--

         Party A appoints as its Process Agent   _______________________________________________

         Party B appoints as its Process Agent  ________________________________________________

(c)      Offices.  The provisions of Section 10(a) will/will not* apply to this Agreement.

(d)      Multibranch Party. For the purpose of Section 10(c) of this Agreement:--
</TABLE>

Party A is/is not* a Multibranch Party and, if so, may act through the following
Offices:--


-------------------------  -------------------------  --------------------------

-------------------------  -------------------------  --------------------------

-------------------------  -------------------------  --------------------------

--------------
 * Delete as applicable.



                                       21
<PAGE>

Party B is/is not* a Multibranch Party and, if so, may act through the following
Offices:--


-------------------------  -------------------------  --------------------------

-------------------------  -------------------------  --------------------------

-------------------------  -------------------------  --------------------------

 (e)     Calculation Agent. The Calculation Agent is ________________________
unless otherwise specified in a Confirmation in relation to the relevant
Transaction.

(f)     Credit Support Document. Details of any Credit Support Document:--
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(g)      Credit Support Provider. Credit Support Provider means in relation to
Party A_________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

         Credit Support Provider means in relation to Party B___________________
________________________________________________________________________________
________________________________________________________________________________

(h)      Governing Law. This Agreement will be governed by and construed in
accordance with English law/the laws of the State of New York (without reference
to choice of law doctrine)*.

(i)      Netting Of Payments. Subparagraph (ii) of Section 2(c) of this
Agreement will not apply to the following Transactions or groups of Transactions
(in each case starting from the date of this Agreement/in each case starting
from _________________________________________ *) ______________________________
________________________________________________________________________________
________________________________________________________________________________


(j)      "Affiliate" will have the meaning specified in Section 14 of this
Agreement unless another meaning is specified here______________________________
________________________________________________________________________________
________________________________________________________________________________

PART 5.  OTHER PROVISIONS.

--------------
 * Delete as applicable.

                                       22