Master Netting Agreement

Ms. Alexander:

At the request of Tanya Rohauer with Enron, I am forwarding you a form Master Netting, Setoff, and Security Agreement together with a Collateral Annex. I will start preparing specific documents for Williams, but thought this might be a good starting place.

I would appreciate it if you could forward these on to all appropriate parties. In particular, if I could get the name of your lawyer so that I could forward things directly to him or her, that would be greatly appreciated.

Thanks so much.

Jeff Hodge
713-853-6911