Form of Letter of Credit

Phyllis:
I spoke with Ed sacks, our credit person, about the form of LC that your
credit person circulated. We both agreed that the LC form for the EEI Master
and the ISDA needs to be the form that we attached to the drafts that have
been sent to you given that the drawing conditions match the LC language that
is in each Master. Please talk to your credit person about this and let me
know if this is okay.

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com