Rob:
In case we don't get a chance to talk, just some thoughts on chnages that mat 
need to be made to the ISDA Schedule:

1. Part 1 (b) - this is where we will specify the Threshold Amount for cross 
default to other debt (Section 5(a)(vi) purposes.  Please note that the 
definition of Specified Indebtedness in the ISDA is very narrow.  Let Mark 
Taylor know if that needs to be amended.  Alos, let Mark know if the cross 
default language itself needs to be amended to match the Supply Agreement.

2. Part 1 (h) - this section contemplates adding Additional Termination 
Events.  I had thought that here we would add a cross default to the 
Transaction Documents.  Mark will need input from you on what those are.  
Additionally, it would be here that we would add some of the other trigger 
events that are currently in the Supply Agreement.  Again, Mark will need 
your input on what those are.

3. Please look at the language in sections 5(a)(vii)(bankruptcy) and 
5(b)(iv)(credit event upon merger) of the ISDA form and advise Mark as to 
whether any changes need to be made to conform with what is in the Supply 
Agreement.

I'm assuming that the other parts of the schedule will be agreed to by them.  
Please note that in Part 1(e) we have chosen the "Loss" method as a means for 
calculating the termination payment.  In Part 3, these are the docs that we 
usually get but if the Supply Agreement requires something different, 
particularly with respect to financial info, we can modify accordingly.    In 
part 4, we have chosen arbitration and Texas as governing law.  Part 5 is 
mostly boilerplate, but note the "setoff" language and the "transfer" 
language, which they may comment on.  part 6 is boilerplate. 

Mark's number is 853-7459.  I'll be back Wednesday afternoon.

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com