negotiation of ISDA Master Agreement

Maria:

I was waiting to see if Jason Peters ever sent a "position letter" to you
when we brought this negotiation back inhouse. Absent that information, it
appears that we had at least one issue remaining and it concerned the
disruption fallbacks, in particular, your request for both you and ENA to
each obtain two quotes and then average those quotes (the ultimate
fallback). We cannot agree to your request. The last database entry I
reflect was in October, 2000, when we were having difficulty obtaining your
response.

Given the lapse of time, we could try to generate a blackline and review the
status. Please let me know what you would like to do.

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