Juniper Partnership Interest Swap--Raptor

Sara, attached is my draft for partnership interests based upon the Juniper
LP. Andrea has agreed that as to partnership interests, the mutual
termination right is only for the entire interest and we do not need to
draft in partial termination rights so the Notice, if given, will always be
for the entire interest. I have fixed Equity Notional Amount and this makes
the numbers work. I modified Method of Adjustment to cover any event of
dilution or conversion (but did not specifically say in sole discretion of
Calc Agent)--this will cover primarily the effect of the addition of new
partners to the partnership. I also left in Extraordinary Events as we have
previously syled same since partnership interests could be sold, exchanged,
rolled up to a master partnership etc. It is not perfect, but it seems to
cover those types of events adequately. Give me a call Monday morning and we
can call Jean. Again, thanks for your help on Friday. Mary

Enron North America Corp.
Mary Cook
1400 Smith, 38th Floor, Legal
Houston, Texas 77002-7361
(713) 345-7732 (phone)
(713) 646-3490 (fax)
mary.cook@enron.com