Mirant Americas Energy Marketing. L.P. ("CP")

All:

I have verified with CP that we do not want to stop financial trading between
CP and ENA. The immediate plan is as follows:

(1) Immediate new guaranty from Mirant Corporation (Frank to send draft in
the a.m.)

(2) Immediate amendment of the existing ISDA Master Agreement to replace
Vastar with Mirant Corporation as the credit support provider (CP to send
draft in the a.m.)

(3) Immediate execution of a short letter agreement to reflect that all
financial trades done until the effective date of the new guaranty will be
honored by CP and subject to the existing ISDA Master Agreement (I will
prepare)

(4) Review of the existing agreement to see if CP has issues (which we may
consider).

If anyone has any questions, please let me knowl

Let's all stay in touch throughout the day to get this done. Thanks.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas 77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com