Sara:  Thanks for your message;   I have not received any fax relating to 
this issue (perhaps you sent it to Jim--if so, I will get it from him).  Any 
contractual language that affects our equity securities is high on my list of 
priorities;  I am usually surprised and disappointed at the lack of expertise 
that I see from the banks' counsel in this area (also their lack of concern 
for our issues).  As soon as Jim forwards to me what you sent to him, I will 
take a look at it.  As always, thanks for your help.  Regards, Rex.

 -----Original Message-----
From:  Shackleton, Sara  
Sent: Tuesday, April 17, 2001 4:47 PM
To: Armogida, Jim; Rogers, Rex
Cc: Nogid, Jeff
Subject: Lehman Bros. "puts"

Jim and Rex:

The Lehman Bros. form of "put" works fine from a legal perspective.  
Yesterday, I faxed to you one of the "puts" with underlined language 
reflecting differences in securities language from our prior swap/forward 
deals with Lehman.  The differences may be alright for purposes of the "puts".

Please let Jeff know if the "puts" are acceptable for execution (from the 
securities perspective).  I have already initialed the documents from the 
swap perspective.  Let me know if you have any questions.

As usual, thanks for your help.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com