Re: Waste Management, Inc.

Tracy: Netting (payment or closeout) only applies between the parties under
a single master agreement.
Are you asking about the right of setoff in the event of an early termination
under one of the masters?

Tracy Ngo
10/24/2000 11:29 AM

To: Susan Bailey/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT
cc: Chris H Foster/HOU/ECT@ECT
Subject: Re: Waste Management, Inc.

Susan, Thanks for your prompt response to Waste Management!

Sara, per my voice message, I wanted to check with you re. our "netting
rights" btw the Waste Management ISDA and a potential ISDA between ENA and a
sub of Waste Management, Wheelabrator Shasta Energy Company Inc. (ENA to get
a gty from Waste Management)...however, I told Chris Foster to try and have
the cp do an intracompany swap transfer.

Thanks!
Tracy

From: Susan Bailey on 10/24/2000 08:26 AM
To: Tracy Ngo/PDX/ECT@ECT
cc:

Subject: Waste Management, Inc.

Tracy,

Per your request, attached is the excerpt from the ISDA Master Agreement
dated February 2, 1999, between ENA and Waste Management, Inc., which
provides notice information.

Hope this is sufficient.

Susan S. Bailey
Enron North America Corp.
1400 Smith Street, Suite 3806A
Houston, Texas 77002
Phone: (713) 853-4737
Fax: (713) 646-3490
E:mail: Susan.Bailey@enron.com