Quaker Oats

Tanya:
Here are the credit related comments that we received from Quaker Oats'
counsel:

1. They prefer Market Quotation instead of Loss. This will obviously be a
discussion point given the type of commodity that we anticipate. trading with
them

2. They want a Minimum Transfer Amount just for them of $250,000.

3. They want to reduce rounding to $25,000.

4. They do not want the provisions of section 6© of the CSA to apply at any
time.

5. They deleted the concept that a party holding an LC could draw on it if
there was an Event of Default, meaning that we would have to wait to
terminate and have a payment obligation owing to us before we could draw.

6. They do not want any LC to be transferable.

7. They want the Enron Guaranty to cover our obligation to return collateral
taht has been posted to us, which I guess means that if we didn't return
collateral to them then they could go after Enron for that amount. Without
this language they would have to declare an Event of Default, terminate and
then go after Enron for any amount that we owed them. To the extent that we
were holding cash colateral, they could offset that amount against amounts
that they might owe us. This is an interesting issue and one that I have not
seen before.

8. They want the Guaranty cap to be rased to $25,000,000.

Where does this ISDA stand on the priority list? Is this something I should
try to push forward in the next week or 2 while I am hear or can it wait?

Carol