Bank of Montreal- Early Termination Letter

Good Afternoon Sara,

I wanted to document our discussion this afternoon regarding the Early
Termination Letter for our Deal No. M368796 that settled on 2/2/01, with the
Bank of Montreal. You stated that the Master ISDA Agreement states that the
valuation method for early termination should be the process of obtaining
Market Quotations from Reference Market Makers. This Early Termination Letter
reflects that BMO determined the value through its ordinary valuation methods
instead. This was agreed upon by, the trader, Ellen Su. Therefore, you
provided your approval for us to execute this letter. Please respond with
your agreement for our files.

Many Thanks,

Jorge A. Garcia
Manager- Risk Management
Enron Global Markets LLC
713/853-5596