Re: Swap

Lynn: I would like to standardize procedures for Argentina as much as
possible (this week while fresh in my mind). Attached is Julian's message to
Houston. Is this OK to put into email? Let me know when you have time to
breathe. Also, in terms of an updated memo on Argentina issues, should I add
to what you write or vice-versa? My thought is to essentially update/modify
the legal memo written in Dec., 1997 that Brent gave to us. Let me know.
Thanks. Sara
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 03/06/2000
10:17 AM ---------------------------

Sheetal Patel
03/03/2000 03:52 PM
To: Larry Joe Hunter/HOU/ECT@ECT, Julian
Poole/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Rod Nelson/HOU/ECT@ECT, Michael
Guerriero/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Sara Shackleton@ECT, Susan
Bailey/HOU/ECT@ECT, Brent Hendry/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
Subject: Re: Swap

Julian,

I spoke to Susan Bailey and Rod Nelson, and I have made a few minor changes;
i.e. Enron North America, ISDA Master Agreement Date, Party A , Party B.

The header/footer inclute draft language. This confirm is ready to go as
long as the economics match up.

Please call with any other questions or requests.

Have a great day!

Sheetal :)

Julian Poole@ENRON_DEVELOPMENT
03/03/2000 01:48 PM
To: Sheetal Patel@ECT, Rod Nelson@ECT
cc: Michael Guerriero/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Sara
Shackleton@ECT, Susan Bailey/HOU/ECT@ECT, Brent
Hendry/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
Subject: Swap

Sheetal,
As per our prior conversation, I would need you to put this confirm I've
attached into a proper draft format. I've based the confirm on a prior draft
that Joe Hunter sent me. Make sure to include the language "For discussion
purposes only". You can contact Susan Bailey for any questions on the current
ISDA in place with Duke.
The potential transaction will be executed between Enron North America and
Duke Energy International LLC.
As soon as you have it ready, pls. send it back to me for review.

Rod, I'll need you to sign off on the credit side, although I believe it will
not be a problem. Pls. let us know asap.

The status of this deal is urgent. We are aiming at closing it on Monday.
Thanks for your support and give me a call if you have any question.

Regards, Julian