Brant:
FYI
Carol
---------------------- Forwarded by Carol St Clair/HOU/ECT on 04/27/2000 
08:49 AM ---------------------------


"Lum, Susan" <LumS@EPEnergy.com> on 04/27/2000 08:01:12 AM
To: "'Carol.St.Clair@enron.com'" <Carol.St.Clair@enron.com>, "Shuttee, John" 
<ShutteeJ@EPEnergy.com>
cc:  
Subject: FW: Response to Comments


Thank you for your comments Carol.  By copy of this email, I am forwarding
them on to John Shuttee who is now responsible for ISDA negotiations.  He is
out of the office the remainder of this week but as of Monday he can be
reached at my old phone number of 713-420-3548.

Thank you.

-----Original Message-----
From: Carol St Clair [mailto: ]
Sent: Wednesday, April 26, 2000 6:14 PM
To: Lum, Susan
Cc: Brant Reves
Subject: Response to Comments




Susan:
We have finally had a chance to internally discuss the comments that you
sent to
Marie Heard on March 21 by e-mail and here is our response:

ISDA Comments

1.   Item #1 is fine

2.   We will agree to $100,000,00 for both parties

3.   It is Enron's Policy to use Loss instead of Market Quotation, which I-
believe is the standard that is currently used in the existing Master.  As a
compromise, we can agree to Market Quotation for Transactions with a term of
2
years or less as of the applicable termination date and Loss for all others.

4.   Item #4 is fine.

5.   Our credit people want to keep MAC where it is as a trigger that
reduces
the collateral threshold to zero.

6.   I would like to discuss with you what we are doing with the existing
Guarantys.

7.   Item #7 is okay but we would prefer a separate termination agreement.

8.   I need to discuss with you items #8 and 10

CSA COMMENTS

1.   Item #1 is fine

2.   We cannot agree to item #2 and would like for it to remain at 20

3.   I would like to discuss item #3 with you

Also, some of the changes that were made were not marked (i.e., no fault
termination was not in our draft, but in yours).  Could you please e-mail me
your latest versions so that I can make sure that I have seen all of the
changes?  With respect to no-fault termination, we cannot as a policy matter
agree to that.  I look forward to hearing from you.

Carol (713-853-3989)



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