Securities Loan Agreement

Anna:

I have not seen the executed Enron Corp. guaranty this afternoon and I'll
check with Enron Corp. when we reopen for business. We should talk first
thing on Tuesday. A couple of items:

(1) The Securities Loan Agreement is between Bear, Stearns & Co. Inc. and
Enron North America Corp. You requested The Bear Stearns Companies Inc. as
the guaranty beneficiary (although that party is incorrectly stated as being
party to the Securities Loan Agreement). I just wanted to verify your
preference and we may want to modify the first page to be accurate.

(2) As you requested that I prepare the Schedules A and B, I ask the
following:

(i) as to Schedule A, please submit your notice information

(ii) as to Schedule B, we propose the default interest rate to be the
Federal Funds Rate as defined in your agreement.

Please respond and we can finalize the agreement. Please let me know if
there is anything further you require. Regards.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas 77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com