ISDA Master Agreement between Enron and Cargill, Inc.

There are a few credit issues here. I have a 9:30 am call with Cargill. SS
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 12/07/99 08:57
AM ---------------------------

Marty_Oelmann@cargill.com on 11/29/99 02:59:51 PM
To: Sara Shackleton/HOU/ECT@ECT
cc:
Subject: ISDA Master Agreement between Enron and Cargill, Inc.

Sara,
The e-mail address "sshackle@enron.com was also undeliverable. Kay
Ellis provided me with the above address and I am hopeful that this
one will reach you successfully.
Regards,
Marty Oelmann

______________________________ Forward Header
__________________________________
Subject: ISDA Master Agreement between Enron and Cargill, Inc.
Author: Marty Oelmann at xtwn
Date: 11/29/99 2:14 PM

Dear Sara,

The Schedule to the above-referenced Agreement has been forward to me
for review and comment. We look forward to completing this Agreement
with Enron and appreciate your assistance to that end. I have the
following comments regarding the Schedule. In spite of the length of
this wire, I feel that we do not have many obstacles to bringing this
Agreement to a mutually agreeable conclusion.

1. Please confirm the correct legal name of the Enron entity entering
this Agreement. Please add a comma to Cargill's name -- Cargill,
Incorporated.

2. It is my understanding that we have not received financial info on
the Enron entity involved in the Agreement. Can you arrange to have
those sent to my attention? We typically establish a Threshold for
both the entity involved in the Agreement as well as the Credit
Support Provider.

3. We will not be providing Quarterly Unaudited financial statements.

4. Please provide the correct Notice Address for the appropriate Enron
entity.

5. Our Notice information is as follows:
Cargill, Incorporated
12700 Whitewater Drive
Minnetonka, MN 55343-9439
Attn: Swaps Administration
Telex No.: 192199 Answerback: CARGILL FMD
Facsimile No.: (612) 984-3900
Telephone No.: (612) 984-3444

6. Part 4(h). We prefer to retain the intent of the ISDA whenever
possible and, therefore, please delete this clause.

7. Part 5(b)(j). Please use the following ISDA-recommended clause in
place of yours:
Non-reliance Representation. The following shall be added as
Section 15:
Relationship Between Parties.

Each party will be deemed to represent to the other party on the date
on which it enters into a Transaction that (absent a written agreement
between the parties that expressly imposes affirmative obligations to
the contrary for that Transaction):

(i) Non-Reliance. It is acting for its own account, and it has made
its own independent decisions to enter into that Transaction and as to
whether that Transaction is appropriate or proper for it based upon
its own judgment and upon advice from such advisers as it has deemed
necessary. It is not relying on any communication (written or oral)
of the other party as investment advice or as a recommendation to
enter into that Transaction; it being understood that information and
explanations related to the terms and conditions of a Transaction
shall not be considered investment advice or a recommendation to enter
into that Transaction. No communication (written or oral) received
from the other party shall be deemed to be an assurance or guarantee
as to the expected results of that Transaction.

(ii) Assessment and Understanding. It is capable of assessing the
merits of and understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms,
conditions and risks of that Transaction. It is also capable of
assuming, and, assumes, the risks of that Transaction.

(iii) Status of Parties. The other party is not acting as a
fiduciary for or an adviser to it in respect of that Transaction.

8. Part 5©. Please explain your reasoning for this request. We
prefer to retain the intent of the ISDA and, therefore, feel it should
be deleted.

9. Part 5(f). Please add the following to this clause:
Additionally, any such recordings may be submitted in evidence to any
court or in any proceedings for the purpose of establishing any
matters pertinent to the Agreement.

10.Part 5(g). Please use the following ISDA-recommended clause in place
of yours:
Set-off. The following shall be added as Section 6(f):

"Any amount (the "Early Termination Amount") payable to one party (the
Payee) by the other party (the Payer) under Section 6(e), in
circumstances where there is a Defaulting Party or one Affected Party
in the case where a Termination Event under Section 5(b)(iv) has
occurred, will, at the option of the party ('X') other than the
Defaulting Party or the Affected Party (and without prior notice to the
Defaulting Party or the Affected Party) be reduced and set-off against
any amount(s) (the 'Other Agreement Amount') payable (whether at such
time or in the future or upon the occurrence of a contingency) by the
Payee to the Payer (irrespective of the currency, place of payment or
booking office of the obligation) under any other agreement(s) between
the Payee and the Payer or instrument(s) or undertaking(s) issued or
executed by one party to, or in favor of, the other party (and the
Other Agreement Amount will be discharged promptly and in all respects
to the extent it is so set-off). X will give notice to the other party
of any set-off effective under this Section 6(f).

For this purpose, either the Early Termination Amount or the Other
Agreement Amount (or the relevant portion of such amounts) may be
converted by the Non-defaulting Party into the currency in which the
other is denominated at the rate of exchange at which such party would
be able, acting in a reasonable manner, in good faith, to purchase the
relevant amount of such currency.

If an obligation is unascertained, X may in good faith estimate that
obligation and set-off in respect of the estimate, subject to the
relevant party accounting to the other when the obligation is
ascertained.

Nothing in this Section 6(f) shall be effective to create a charge or
other security interest. This Section 6(f) shall be without prejudice
and in addition to any right of set-off, combination of accounts, lien
or other right to which any party is at any time otherwise).

11.Part 6. Please delete this Section. We have found it to be more
common market practice to retain the intent of the 1993 Commodity
Derivatives Definitions without modification.

Thank you for your attention to this Agreement, Sara, and we look
forward to bringing it to completion in the near future. Have a
terrific Thanksgiving holiday!

Best regards,
Marty Oelmann

- att1.unk