Mike:
I have discussed your proposed language with Brant Reves, our credit person, 
and we are okay with the concept except that we would like for the ratings 
trigger to be based only on either a drop in the S&P rating or a failure to 
have an S&P rating.  In addition, Brant has advised me that should we put in 
place a CSA, that the following would be the credit matrix for collateral 
threshold:

BB to BB+  $2,500,000
Below BB  Zero

I look forward to hearing from you.  Should we send you our form of Credit 
Support Annex?

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com