Confirmation Language for Citibank confirmations

----- Forwarded by Sara Shackleton/HOU/ECT on 09/28/2000 09:20 AM -----

Sara Shackleton
09/26/2000 09:53 AM

To: Tiffany Williams/NA/Enron
cc: Rodney Malcolm/HOU/ECT@ECT, Tanya Rohauer/HOU/ECT@ECT
Subject: Confirmation Language for Citibank confirmations

Tiffany: Per my voice mail, please insert the following language into the
confirms you are preparing for the Citibank transactions:

FOR THE CITIBANK/GARDEN STATE CONFIRMS:

Optional Termination: Either party may, upon sixty (60) days written notice
to the other party, terminate this Transaction by designating to such other
party the termination date
for this Transaction. In the event a party exercises its right of optional
termination hereunder, the
provisions of Section
6(e)(ii)(2)(B) shall apply to this Transaction for purposes of establishing a
settlement amount.

FOR THE CITIBANK/ENA CONFIRMS:

Optional Termination: Either party may, upon sixty (60) days written notice
to the other party, terminate this Transaction by designating to such other
party the termination date
for this Transaction. In the event a party exercises its right of optional
termination hereunder, the
provisions of Section
6(e)(ii)(2)(B) shall apply to this Transaction for purposes of establishing a
settlement amount.

The foregoing provision for optional termination of this Transaction shall
not be cause for Early Termination under the
Agreement, and provides for
termination of only this Transaction.

Tanya and Rodney: attached is the side letter