Re: Assignment and Assumption

Terri:

The letter is ok if you change SZP family to "ECT Investments, Inc." and the
"TZJ Family" to Enron North America Corp."

Alan

Terri Harlan
10/11/2000 12:02 PM

To: Alan Aronowitz/HOU/ECT@ECT
cc:
Subject: Re: Assignment and Assumption

There is an agreement. The SZP family is ECT Investments and the TZJ family
is ENA.

From: Alan Aronowitz on 10/11/2000 11:47 AM
To: Terri Harlan/HOU/ECT@ECT
cc: Sara Shackleton/HOU/ECT@ECT, Sheila Glover/HOU/ECT@ECT
Subject: Re: Assignment and Assumption

Does ENA have an existing Account Agreement with Bear Stearns, which will
govern the transferred account?

Terri Harlan
10/11/2000 11:38 AM

To: Alan Aronowitz/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT
cc: Sheila Glover/HOU/ECT@ECT
Subject: Assignment and Assumption

I spoke with Bear Stearns this morning and all that they require to move an
account from one family to another is a letter signed by authorized
signatories. I have drafted the letter and I will sent it to them if there
are no problems with this from the legal department. Please let me know.

Thanks,

Terri