Sara, attached is my draft for partnership interests based upon the Juniper 
LP.  Andrea has agreed that as to partnership interests, the mutual 
termination right is only for the entire interest and we  do not need to 
draft in partial termination rights so the Notice, if given, will always be 
for the entire interest.  I have fixed Equity Notional Amount and this makes 
the numbers work.  I modified Method of Adjustment to cover any event of 
dilution or conversion (but did not specifically say in sole discretion of 
Calc Agent)--this will cover primarily the effect of the addition of new 
partners to the partnership.  I also left in Extraordinary Events as we have 
previously syled same since partnership interests could be sold, exchanged, 
rolled up to a master partnership etc.  It is not perfect, but it seems to 
cover those types of events adequately.  Give me a call Monday morning and we 
can call Jean.  Again, thanks for your help on Friday.  Mary





Enron North America Corp.
Mary Cook
1400 Smith, 38th Floor, Legal
Houston, Texas   77002-7361
(713) 345-7732 (phone)
(713) 646-3490 (fax)
mary.cook@enron.com