Re: Vaulation Date Raptor Language: RUSH

----- Forwarded by Sara Shackleton/HOU/ECT on 09/06/2000 04:01 PM -----

Mary Cook
09/06/2000 02:52 PM

To: Ryan Siurek/Corp/Enron@ENRON
cc: Andrea V Reed/HOU/ECT@ECT, AnnMarie Tiller/Corp/Enron@ENRON, Julia H
Chin/NA/Enron@Enron, Julia Murray/HOU/ECT@ECT, Kristina Mordaunt/Enron
Communications@Enron Communications@ENRON, Ryan Siurek/Corp/Enron@ENRON, Sara
Shackleton/HOU/ECT@ECT, Stuart Zisman/HOU/ECT@ECT
Subject: Re: Vaulation Date Raptor Language: RUSH

Everyone, please advise if Ryan's change is acceptable.

Enron North America Corp.
Mary Cook
1400 Smith, 38th Floor, Legal
Houston, Texas 77002-7361
(713) 345-7732 (phone)
(713) 646-3490 (fax)
mary.cook@enron.com

Ryan Siurek@ENRON
09/06/2000 02:31 PM

To: Mary Cook/HOU/ECT@ECT, Julia H Chin/NA/Enron@Enron, Kristina
Mordaunt/Enron Communications@Enron Communications, AnnMarie
Tiller/Corp/Enron@ENRON, Ryan Siurek/Corp/Enron@ENRON, Andrea V
Reed/HOU/ECT@ECT, Julia Murray/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT
cc:
Subject: Vaulation Date Raptor Language: RUSH

Mary,

Per your e-mail, I would like to delete (ii) in the defininition of
"reasonably withheld" as there is only one party that has a possibility to
have a material unhedged position (ie. Enron).

Thanks,

Ryan

The (i) Termination Date and (ii) each date specified as such in a written
notice from either party to the other party with respect to a designated
Number of Shares specified in the notice (the "Notice"), to which the party
receiving such notice consents, which consent shall not be unreasonably
withheld. For purposes of this Confirmation, the parties agree that consent
shall be deemed reasonably withheld (i) if the party receiving the Notice has
a reasonable business purpose for maintaining the Transaction (excluding any
business purpose relating specifically to the existing or anticipated value
of the Transaction or any other Transaction subject to the Agreement) or (ii)
if consenting to the Notice would result in a material unhedged exposure or
liability for the party receiving the Notice. For the avoidance of doubt, a
Notice shall be sent from either party to the other party on the Termination
Date.

---------------------- Forwarded by Ryan Siurek/Corp/Enron on 09/06/2000
02:25 PM ---------------------------

MARY COOK@ECT
09/06/2000 01:06 PM
To: Julia H Chin/NA/Enron@Enron, Kristina Mordaunt/Enron Communications@Enron
Communications, AnnMarie Tiller/Corp/Enron@ENRON, Ryan
Siurek/Corp/Enron@ENRON, Andrea V Reed/HOU/ECT@ECT, Julia Murray/HOU/ECT@ECT,
Sara Shackleton/HOU/ECT@ECT
cc: Mark Taylor/HOU/ECT@ECT

Subject: Vaulation Date Raptor Language: RUSH

Kristina, please forward as you deem necessary to EBS persons for final
approval. Thank you.

Please see attached language concerning the Raptor swaps in respect of the
Valuation Date mechanism and advise me as soon as possible of your approval
or comments, if any. We are trying to finalize all public swaps (save Active
Power) today, so your timeliness will be GREATLY appreciated by me! Mary