Comments

Steve:
I am faxing you our remaining comments to the schedules. Looks like the only
open points relate to :

1. the additional cross-default language. Have you had a chance to think
about what I e-mailed to you?

2. DB, pursuant to our request, is considering refining the "materially
weaker" standard in Credit Event Upon Merger to specify a ratings test.

3. Insertion of our Rider 7 into the ISDA Schedule regarding confirmation
procedures.

4. DB reviewing LC language and our comments to the Enron Guaranty. I guess
we still need to discuss the :defenses" language because as I indicated to
you, I'm not sure that your compromise works for us.

I look forward to hearing from you and sorry for the delay.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com