Re: Executed Master Agreements

Hello my Esteemed Doctors,

I am in Rodney Malcolm's Commercial Transaction Group focusing on selling
energy outsourcing relationships to industrial consumers.
Based on the list of executed master agreements that was provided to us
recently, many of our targeted industrial customers have not signed our
master swap agreement.

In preparation for our transacting with these customers, would you send me as
soon as possible a copy of our Master Swap Agreement language, a copy of the
more intermediate "Omnibus" Short form Swap agreement, and a copy of the one
or two page confirmation agreement. I will forward to my group so that they
can become more familiar with the language, and I will also accumulate the
industrial customers that we are closest to closing deals. I will then
forward the names of those customers to you so that we can get these
documents to the customers in advance of the deals.

If you have any questions or comments, please call me at x35583. Thank you,
Tim
---------------------- Forwarded by Tim McKone/Corp/Enron on 05/26/2000 02:26
PM ---------------------------

Bob Carter@ECT
05/26/2000 11:15 AM
To: Tim McKone/Corp/Enron@ENRON
cc:

Subject: Re: Executed Master Agreements

We have a separate group in legal that puts these together. Ed and I are not
involved in the preparation or negotiation of swap agreements. The group in
legal that works on them is led by Mark Taylor (x37459). Others in the group
are Carol St. Clair (x33989), Sara Shackleton (x35620) and Shari Stack
(x39477). I suggest that you contact any one of those people. If I can
assist, please let me know.

Tim McKone@ENRON
05/26/2000 11:07 AM

To: Bob Carter/HOU/ECT@ECT, Ed B Hearn III/HOU/ECT@ECT
cc: Rodney Malcolm, James A Ajello/HOU/ECT@ECT
Subject: Re: Executed Master Agreements

Hello Bob and Ed.

What is the most efficient way for us to get Master Swap Agreements in place
with our industrial consumers. With the commodity energy market going
through the roof, many of the industrials are asking us to concentrate on
solving their short term commodity exposure and look to establish a greater
outsourcing opportunity in the future. We do not seem to have Master Swap
Agreements in place with industrials such as IMC Global, AK Steel, WR Grace,
and our solutions will involve financial swaps.

Thank you. Tim