Revised Amended and Restated Termination Agreement

Please accept changes and print two execution copies. Thanks.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 12/22/2000 09:22
AM ---------------------------

Enron de Mexico

From: Steve Irvin @ ECT 12/20/2000 04:39 PM

To: Kay Mann/Corp/Enron@Enron
cc:

Subject: Revised Amended and Restated Termination Agreement

Kay,

Do you know who signed on behalf on ENA on this agreement back in June, and
if so can you notify them that this needs to be signed again with the lone
amendment being the Counteparty to ENA on the original LOI was General
Electric Company, not GE Power Systems and GE Int'l. Let me knwo if you have
any questions.

Steve

---------------------- Forwarded by Steve Irvin/HOU/ECT on 12/20/2000 04:34
PM ---------------------------
From: Peggy Banczak on 12/20/2000 04:19 PM
To: Steve Irvin/HOU/ECT@ECT
cc: rstephens@bracepatt.com, elopez@bracepatt.com
Subject: Revised Amended and Restated Termination Agreement

Steve:

Attached are both a black-lined and a clean version of the referenced
document which was revised upon receipt of a copy of the final version of the
Termination Agreement.