Draft Term Sheet

---------------------- Forwarded by Tom Swank/HOU/ECT on 04/21/2000 10:41 AM
---------------------------

Reed.Wills@UAECorp.COM (Reed Wills) on 04/20/2000 04:43:20 PM
To: Tom Swank/HOU/ECT@ECT
cc:
Subject: Draft Term Sheet

Please review and lets discuss Monday (I am off tomorrow). I have a rough
consensus on this but I am waiting to circulate it following our discussion.

Check out the new item on gas imbalance risk and see if it works. I did not
go
to 5.5 years (through 2006), but that would help our case. Also I tried to
quantify the capital I want to have at risk at the end of the 4.5 year toll.
Hope this helps you evaluate other alternatives.

If you have comments tomorrow I'll review them over the weekend and make
changes. Thanks.

NOTE: We also need to know if you are going to move ahead on Ameren. Your
comments to date on size make me think Enron is 50/50. Please let me know
asap.

- ENA_terms.xls