Re: Amendment of Chase/ERMS ISDA dated April 5, 1994

Phil:

Why don't you execute (duplicate originals) and overnight to me? I'll return
an original to you tomorrow (overnight), as well. I'm located, specifically,
at:

1400 Smith Street, EB 3801a
Houston, TX 77002

Please call if you need anything. Thanks.

Sara

<Philip.Levy@chase.com<
12/18/2000 12:18 PM

To: Sara.Shackleton@enron.com
cc: Jeffrey.W.Dellapina@chase.com, Soma.Ghosh@enron.com,
Teresa.G.Bushman@enron.com
Subject: Re: Amendment of Chase/ERMS ISDA dated April 5, 1994

I have been speaking with Soma regarding the markup of the collateral
schedule to the Margin Agreement between Enron and Mahonia as well as the
Enron/Chase ISDA limiting the collateral to direct obligations of the US.
We needed to determine whether we could accept your proposal. I have been
advised that the changes you requested are acceptable. Accordingly, all
the amendments can be executed. Please contact me regarding how you would
like to accomplish this.

<Sara.Shackleton@enron.com< on 12/18/2000 10:16:53 AM

To: philip.levy@chase.com
cc: Soma.Ghosh@enron.com, Teresa.G.Bushman@enron.com
Subject: Amendment of Chase/ERMS ISDA dated April 5, 1994

Phil:

I was just checking to see when we would execute the amendment to the
Security Agreement (to permit the rehypothecation of securities). Please
let me hear from you.

Regards,

Sara