Good Afternoon Sara,

We would like to schedule a meeting with you to discuss the intent of the 
confirmation before you review this in detail. Please advise when you would 
be available on Thursday, 3/29/01.

Regards,

JAG
---------------------- Forwarded by Jorge A Garcia/NA/Enron on 03/28/2001 
05:47 PM ---------------------------


Jorge A Garcia
03/28/2001 05:36 PM
To: Sara Shackleton/HOU/ECT@ECT
cc: Laurel Adams/HOU/ECT@ECT, Aneela Charania/HOU/ECT@ECT 

Subject: Equity Swap "Basket" ISDA Confirmation

Good Afternon Sara,

Here is the revised confirmation that I believe captures what they are 
looking to accomplish. They are looking for us to create one confirmation 
that is open ended to allow additional trades as well as deletions along the 
way. I believe this language accompishes this concept.

Please review and advise should any changes be required.

Thanks again!

Jorge