Comments to Swap Docs

Here are my comments to the latest set of swap docs:

1. In the swap assignment, I think that the definition of Regulated
Subsidiary can be deleted.

2. In Section 3.4 of the swap assignment, in the new language that was added
at the very end, shouldn't it say after the words "Swap Agreement" "(as it
relates to the Assigned Interest)"? In other words, if these events as to
Party B happen and it results in either an event of default or termination
event under the swap, shouldn't Party A be entitled to terminate the Swap
Agreement with respect to the portion that is not being assigned?

3. I'm assuming that the changes to Section 3.5(e) track some current cross
default language that Enron is now using.

4. In Section 3.8, the word comments should be "consents".

Nora:
Per my voice mail message to you, I'm assuming that you are okay with Section
5.6.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)