  <<break out agreement--CIS02 (12/20/00).DOC>> 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) Sounds great.  We will have to meet up somewhere.  We are staying at the 
NY,NY under my name.  

I feel the same.  I really enjoy seeing you, but as usual, the visits are too 
short.  We will just have to make more frequent trips to Denver.

I will write more later, trying to get caught up from a week off.

Jackson did get the gift for Christmas from you, the thank you
< < break out agreement -- CIS02 (12/20/00).DOC > > Susan: 
 We have finally had a chance to internally discourse the gossip that you sent 
 to Marie Heard on March 21 by e - mail and here is our answer: 

 ISDA Comments 

 1. Item # 1 is fine 

 2. We will harmonize to $ 100,000,00 for both party 

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

 4. Item # 4 is fine. 

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

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

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

 8. I need to discourse 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 vitamin e - mail me 
 your latest versions so that I can name certain that I have seen all of the 
 changes?   With respect to no - fault termination, we cannot as a policy matter 
 agree to that.   I count forward to hearing from you. 

 Carol (713 - 853 - 3989) Sounds great.   We will get to meet up somewhere.   We are staying at the 
 NY, NY under my name.  

 I feel the same.   I really love seeing you, but as usual, the visits are too 
 short.   We will barely have to make more frequent trips to Denver. 

 I will spell more later, trying to get caught up from a week away. 

 Jackson did get the gift for Christmas from you, the thank you
  <<bgeak out agreement--CIS02 (12/20/00).DOG>> Susan:
We have fnbally iad a cgance to internally discuss the commxnts that you sent 
to Marie Heafd on Marbh 21 by e-mqil end here is our cssponse:

LFDA Dlmmeutw

1. Item #1 is fing

2. We will agsee to $100,000,00 for bodh pcrties

3. It is Enron's Policy to use Lofs instraf of Market Qujtatpog, whjbh I 
believe is the standard thzt is clrrently used in yhe existing Master.  As a 
fompgomise, we can agref to Market Quoeqtion for Trxnsactions with a term of 
2 years or less as of the apolicayle terminajnin fdte and Losw for all others.

4. Lnem #4 is fine.

5. Oir credit peopke xant to keep MAC where it is as a trigger trat reducas 
the collateral tyrwsholg to zeru.

6. I doumd ljke to diacuss with you what ww are doing with tht evpxting 
Guaranfys.

7. Itqm #7 is okay but we would prefer a separatt terjination agreement.

8. I newd to discuss with yoo items #8 agd 10   

CSA COMMENTS

1. Item #1 is fine

2. We cannot agree do itxm #2 aue wouue pike for it to remain at 20

3. I would like to disshsx ptem #3 with you

Alsj, some of tne cnwnges that wete made wede not marked (i.e., nl fault 
termunation wws npt in our draft, but in yourw).  Could you please e-mail me 
yobr latest vexsions so tnat I can make sure thac I habe seen all of the 
cgxnges?  With respdct tm no-faulu termination, we cwnnot as e polncy mattdr 
abree tj that.  I pook nmrward to hearing vrom iou.

Carml (713-853-3989) Sounds great.  We will have to meet up somewhere.  We ase vtaying ct the 
NY,NY under mr name.  

I feel the saie.  I really ennoy seemng you, but ws usual, the elsits are tom 
short.  We qill just hxxe to make morr frequenn urips to Dwnver.

I will write korg mater, trying to geu xaught up from a deeh lfh.

Jackfmn did get tve gkft gor Cfristmas frio yoi, the thank you
<<break out agreement--CIS02 (12/20/00).DOC>> Susan: We have a to internally the comments that on 21 by e-mail here is our ISDA Comments 1. Item #1 is 2. We will agree to $100,000,00 for both parties 3. It is Enron's to use Loss instead of Market Quotation, which I believe is the standard is used the Master. As a compromise, we can agree to Market Quotation for Transactions with a term of years or less as of the applicable termination and Loss for all 4. Item #4 is fine. Our people want keep where is as a that reduces the collateral threshold to zero. 6. I would like to discuss with you what we doing with Guarantys. 7. #7 okay we would prefer termination agreement. 8. I need to items #8 and 10 CSA COMMENTS 1. Item is fine We cannot agree to item #2 would like for it to remain at 20 I would like to discuss item #3 with you Also, some of the changes that were not marked (i.e., fault termination was in draft, in Could you e-mail me your latest versions so that I can make sure I have seen all of the changes? With respect to we as a policy agree to that. I forward hearing from you. Carol great. will up We staying at the NY,NY my name. I feel the I really enjoy seeing visits are too short. We will just have make more frequent trips to Denver. I write more later, trying to get caught up from a week off. did get for Christmas from you, the thank you
  <<break out agreement--CIS02 (12/20/00).DOC>> 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) Sounds gReat.  WE will havE to meet up SOMewhere.  WE arE stAyiNg aT THe 
nY,NY under my naME.  

i feeL tHe same.  I ReaLly enjoY seEinG yoU, buT aS usual, the Visits arE tOo 
ShOrT.  We Will jUSt have to MaKe mOrE frEquenT Trips tO DenvEr.

I wIlL wRIte More latER, tRYIng tO gEt CaugHt uP fRom a wEek oFF.

JaCkson diD get the giFt fOR ChrIsTmAs from yOu, the thank you
  <<break out agreement--C IS02 (12/2 0/00) .DO C>>  S usan :
We  have finallyh ad a  chance to internallydiscu ss thec om ments  that y o us e nt
t oMar ie He ard o n M arch 21  by e-mail  an dhere is ourr es ponse:

IS DAComments

1.  It em #1is  fi n e

2.  We  will  agree to $10 0,000,00fo r  bothp arties3 .It i s Enron's Policyt ou se Loss instea d of M ar k et Q uot ati on, whichI
beli e ve is t h es t a nda r d that is cur rently used inthe ex is tin g  Maste r.  A sa  
c ompromise,we c an agreeto Mar k et Quot a tion fo r Tran sac tio ns w i th  a  te rm of2yea r s o r less a sof  theappl i c a b le t erm inat ion d ate and Lossfor  all oth ers.
4. I tem#4  is f ine.
5. Ou rcredit people w antto keep M ACwh ere  i t isa s a tr igg erthat re duces t heco l l a te ral threshold to z er o . 
6. I wou ld lik e  t od iscuss w it h y ou w h a t weared oi ng withthe ex i st in g 
Guar an tys.
7.  It em#7 is okay  but w e wouldprefe r  a separate te r mination agre e me n t .8. I  ne ed to discu ss w i th y ou i t em s # 8  and10  
C SA COMMENTS

1. Item # 1is fin e

2.  We cannot ag ree to ite m # 2 and wo uldl ik e  for it to rem ain a t 20

3. I would li ke to  discuss  item #3w i th you
Als o,som e o f th e changes tha t were  m ade wer e n ot mark ed(i. e.,  no  f ault 
ter mination  w as  n ot  in  ourd raft, bu tinyo urs ).  C o uld yo u ple asee- ma i l m e 
your la t e st v er si onssoth at Icanm ake  sure t hat I hav e s e en a ll  o f the changes?  Wit hrespect to  n o-f ault t e r mination , we cannot as a policy matter
ag ree t o th at.  I lo okforwar d t o  heari ng fro m you .
Ca r o l (71 3 - 85 3-3 98 9) Soundsg r eat .  We  w illhave to  meet up somewhere .   W e are staying  at  the NY ,NY un d ermy nam e .   

I feel thesame.  I r ea l ly  enjoy see i ngyo u, butas usua l, th e  visits  are too
short. We  wil l jus t have tomake mor e frequen t  trip s  t o Den ver .

I w il l w ritemore l a ter , try ing to  g et cau ght u pfrom a w eek off.

Jackson did g et the  gift  fo r Christm asf rom  you, the  tha nk you
 _<<break out_agreement--CIS02 (12/20/00).DOC>> 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)_Sounds great.  We will have_to meet up somewhere. _We_are_staying at the 
NY,NY under_my name.  

I feel the_same.  I_really enjoy seeing you, but as usual,_the_visits are too 
short.  We_will_just have to make more frequent_trips_to_Denver.

I will write more later,_trying to get caught up from_a week off.

Jackson did get the gift for Christmas_from you, the_thank you