Date:

To: CounterpartyAddress Attention: Facsimile:

From: Bank of Montreal 11 Walbrook, 2nd Floor London EC4N 8ED Facsimile: XXXXX

Re: Credit Derivative TransactionBank of Montreal Reference:

Dear Sir or Madam:

The purpose of this letter (this “Confirmation”) is to confirm the terms and conditions of the Credit Derivative Transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

The definitions and provisions contained in the 1999 ISDA Credit Derivatives Definitions, as supplemented by the Restructuring Supplement dated May 11, 2001, the Supplement Relating to Convertible, Exchangeable or Accreting Obligations dated 9 November, 2001, and the Supplement Relating to Successor and Credit Events dated 28 November, 2001, (the “Credit Derivatives Definitions”) as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Credit Derivatives Definitions and this Confirmation, this Confirmation will govern.

This Confirmation supplements, forms a part of, and is subject to the ISDA Master Agreement dated as of TBD, as amended and supplemented from time to time (the “Agreement”), between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

Each party represents to the other party that it has full legal capacity to enter into this transaction and has obtained all legal and regulatory consents, licenses, authorizations and permissions, (including, but without prejudice to the generality of the foregoing, legal, accounting and tax opinions, and directors and shareholders approvals) necessary to execute, settle, and otherwise complete or perfect this transaction, and that the employees or agents of each party negotiating and concluding this transaction are authorized to do so in accordance with the law, regulation and internal policies pertaining to each party. Each party further represents to the other that it fully understands the transaction, its risks, consequences and outcomes, and has sought, as necessary, independent advice from suitably qualified persons to satisfy itself that that the transaction is appropriate and suitable for it. Each party enters into this transaction having made its own assessment of the merits of the transaction (including the advice referred to above). Neither party has given any guarantee or assurance to the other as to the risks, consequences or outcomes of this transaction. Each party is acting as principal on its own behalf, and not on behalf of any other person.

The terms of the Transaction to which this Confirmation relates are as follows:

1. General Terms:

Trade Date:

Effective Date:

Scheduled Termination Date:

Floating Rate Payer:

Fixed Rate Payer:

Calculation Agent:

Calculation Agent City:

Business Day:

Business Day Convention:

Reference Entity:

Reference Obligation:

Reference Price:

2. Fixed Payments:

Fixed Rate Payer Calculation Amount:

Fixed Rate Payer Payment Dates:

Fixed Rate:

Fixed Rate Day Count Fraction

3. Floating Payment:

XXXXXX

1 business day after the Trade Date

XXXXXX

Counterparty (the “Seller”)

Bank of Montreal (the “Buyer”)

Seller

London

London and New York, for the purposes of Physical Settlement, if applicable, a day in any other jurisdiction in which a bank must be open in order to effect settlement of any Deliverable Obligation(s) being Delivered in the Portfolio.

Modified Following (which shall apply to any date referred to in this Confirmation that falls on a day that is not a Business Day).

Corp.

The obligation identified as follows:

Primary Obligor: CorpMaturity: XXXXXXCoupon: 7%CUSIP/ISIN: USXXXOriginal Issue Amount: USD 1,000,000,000

100%

USD 10,000,000

Qaurterly

.XX% per annum

Actual/360

2

Floating Rate Payer Calculation Amount: USD 10,000,000

Conditions to Payment: Credit Event Notice

Notifying Party: Buyer or Seller

Notice of Intended Physical Settlement

Notice of Publicly Available Information Applicable

Public Sources: Standard Public Sources Specified Number: 2

Credit Events: The following Credit Events shall apply to this Transaction:

Bankruptcy

Failure to Pay

Payment Requirement: USD 1,000,000 or its equivalent in the relevant Obligation Currency as of the occurrence of the relevant Failure to Pay.

Restructuring (including the terms of the RestructuringSupplement dated 11 May 2001)

Default Requirement: USD 10,000,000 or its equivalent in the relevant Obligation Currency as of the occurrence of the relevant Credit Event.

Obligations:

Obligation Category: Borrowed Money

Obligation Characteristics: None

4. Settlement Terms:

Settlement Method: Physical Settlement

Terms Relating to Physical Settlement:

Physical Settlement Period:

Portfolio:

Deliverable Obligations:

The longest of the number of Business Days for settlement inaccordance with then current market practice of any Deliverable Obligation being Delivered in the Portfolio, as determined by the Calculation Agent after consultation with the parties, not to exceed 30 Business Days

Exclude Accrued Interest

3

Deliverable Obligation Category: Bond or Loan

Deliverable Obligation Characteristics: Pari Passu Ranking

Specified Currency: Standard Specified Currencies Not Contingent Assignable Loan Consent Required Loan Transferable Maximum Maturity: 30 years Not Bearer Restructuring Maturity Limitation Applicable

Escrow: Applicable

5. Dispute Resolution: Applicable

6. Notice and Account Details:

Notice and Account Details for Bank of Montreal, London:

Credit Event Notices:

Settlements and Payments:

Account Details:

Bank of Montreal, LondonAttn: Credit Derivatives Trading Group Telephone: XXXXXXXFacsimile: XXXXXXXX

Bank of MontrealCredit Derivatives Operations and Settlements Attn: XXXXXTelephone: XXXXXFacsimile: XXXXX

Harris Bank International, New York Swift Addess: XXXXXXXReferences: Bank of Montreal, London Account Number: XXXXXX

Notice and Account Details for Counterparty:

Notices: CounterpartyAttn: Telephone: Facsimile:

Account Details:

7. Offices

Seller: Bank of Montreal, London

4

11 Walbrook 2nd floor London EC4N 8ED UNITED KINGDOM

Buyer: Counterparty

Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Confirmation and returning it to us by facsimile on XXXXXX.

Yours sincerely,

BANK OF MONTREAL

By:_________________________

Name: XXXXXX Title: Senior Manager, Confirmations

Confirmed on the date first above written:

Counterparty

By:______________________

Name: Title:

5