'Sleeving Agreement' main concerns

Hi Guys

Please see below (and in Lara's email) some of the issues we thought needed
to be addressed in the "back to back" agreement between Enron and MG.

Possibility of indemnity from MG re counterparty credit risk being held by
Enron (in the event that no compensation is payable)?

Please notify Edmund if there are any other issues which need to be covered
in this document.

Regards

Amita
---------------------- Forwarded by Amita Gosalia/LON/ECT on 12/06/2000 21:32
---------------------------
From: Lara Fields on 09/06/2000 17:51
To: Janine Juggins/LON/ECT@ECT
cc: Amita Gosalia/LON/ECT@ECT

Subject: 'Sleeving Agreement' main concerns

Hi Janine,

As discussed here is our list of topics we feel the 'Sleeving' Agreement
should cover. We think that it should remain as broad as possible to avoid a
delay in Legal negotiations over the finer details.

Please let us know your thoughts and we will send these up to Justin. If you
could please review this as soon as possible, we would appreciate it as
Justin is out of the office next week.

Confidentiality - covering all EnronOnline applications and trading strategies
Performance of obligation to deliver / receive product
Invoices and Confirmations - confirmations for EOL deals should be processed
by MG staff and sent out with proper Enron entity, also send confirms to Enron
Assumption of underlying position by MG - Enron fully transfers positions to
MG
Provision of data feeds - i.e. information to the Credit Aggregation System
and/or to the RAC value at risk system
Information provision- for Management Reporting purposes
Compensation for Credit risk taken? - please advise if you feel this is
necessary.

Thank you!
Lara