Response to Comments

Susan:
We have finally had a chance to internally discuss the comments that you sent
to Marie Heard on March 21 by e-mail and here is our response:

ISDA Comments

1. Item #1 is fine

2. We will agree to $100,000,00 for both parties

3. It is Enron's Policy to use Loss instead of Market Quotation, which I
believe is the standard that is currently used in the existing Master. As a
compromise, we can agree to Market Quotation for Transactions with a term of
2 years or less as of the applicable termination date and Loss for all others.

4. Item #4 is fine.

5. Our credit people want to keep MAC where it is as a trigger that reduces
the collateral threshold to zero.

6. I would like to discuss with you what we are doing with the existing
Guarantys.

7. Item #7 is okay but we would prefer a separate termination agreement.

8. I need to discuss with you items #8 and 10

CSA COMMENTS

1. Item #1 is fine

2. We cannot agree to item #2 and would like for it to remain at 20

3. I would like to discuss item #3 with you

Also, some of the changes that were made were not marked (i.e., no fault
termination was not in our draft, but in yours). Could you please e-mail me
your latest versions so that I can make sure that I have seen all of the
changes? With respect to no-fault termination, we cannot as a policy matter
agree to that. I look forward to hearing from you.

Carol (713-853-3989)