We have received the executed First Amendment to ISDA Master Agreement dated  as of April 10, 2000.
This amendment revises the ISDA Master Agreement with  the referenced counterparty to bring the agreement up to current form  standards with changes including, but not limited to:  1.
Adding the Canadian Securities Acts representation; 2.
Making certain changes to elections with respect to Payments on Early  Termination and amending the Setoff language; 2.
Makes changes to certain credit provisions, including letter of credit  provisions, the form of letter of credit, the Independent Amount,, and amends  the definition of "Material Adverse Change" .
Copies will be distributed.

National Bank of Canada