Yes, without doubt.  The ETA can't be amended on a counterparty by 
counterparty basis and it says that any applicable master agreement will 
control.  

Leslie Hansen is also working on a draft.  If you get something from Justin, 
please forward a copy to me and Leslie.

Thanks,

Mark




David Forster
10/19/99 08:24 AM
To: Mark Taylor/HOU/ECT@ECT
cc:  
Subject: Re: EOL - Master versus Online GTCs

Mark,

What is your position regarding U.S. financial EOL trades?  Do you want to 
adopt the same position? (i.e. to override a master, we need a letter sent to 
the customer)?

I believe Justin is drafting something for the physical side. Shall I forward 
a copy to you when it is complete?

Thanks,

Dave
---------------------- Forwarded by David Forster/LON/ECT on 19/10/99 14:25 
---------------------------


Justin Boyd
19/10/99 08:40
To: David Forster/LON/ECT@ECT
cc:  
Subject: Re: EOL - Master versus Online GTCs

Dave,

Please see below, particularly my original e-mail. In case you didn't know, 
Jeff Hodge is the lawyer who heads physical power and gas trading in the US.

Justin


---------------------- Forwarded by Justin Boyd/LON/ECT on 19/10/99 08:40 
---------------------------
From: Jeffrey T Hodge on 18/10/99 15:50 CDT
To: Debbie R Brackett/HOU/ECT@ECT
cc: Justin Boyd/LON/ECT@ECT, Stacy E Dickson/HOU/ECT@ECT, Mark 
Taylor/HOU/ECT@ECT, Leslie Hansen/HOU/ECT@ECT, Lee Munden/LON/ECT@ECT, David 
Weekes/LON/ECT@ECT, Tom Moran/HOU/ECT@ECT, David Hardy/LON/ECT@ECT, William S 
Bradford/HOU/ECT@ECT, Molly Mathes/HOU/ECT@ECT 
Subject: Re: EOL - Master versus Online GTCs  

I am in receipt of your e-mail with respect to the above-referenced topic.  
It seems to me that the position Justin Boyd outlined is the one that will 
need to be followed in the US for physical trades.  The Trading Partner 
Agreement which a party will agree to on-line specifically states that if a 
master exists between the parties, then that master will govern any on-line 
transactions.  For those parties who have masters that have been deemed 
insufficient, something will have to be done to override the Trading Partner 
Agreement.  That is what Justin is suggesting-a procedure to override 
unacceptable masters.

If that does not answer your questions, please give me a call.

        Thanks, Jeff



Debbie R Brackett
10/15/99 10:34 AM
To: Justin Boyd/LON/ECT@ECT, Jeffrey T Hodge/HOU/ECT@ECT, Stacy E 
Dickson/HOU/ECT@ECT, Mark Taylor/HOU/ECT@ECT, Leslie Hansen/HOU/ECT@ECT
cc: Lee Munden/LON/ECT@ECT, David Weekes/LON/ECT@ECT, Tom Moran/HOU/ECT@ECT, 
David Hardy/LON/ECT@ECT, William S Bradford/HOU/ECT@ECT, Molly 
Mathes/HOU/ECT@ECT 
Subject: Re: EOL - Master versus Online GTCs  

I understand this is our stance here in the US for financial trades......but 
why the difference in physical? English law?



David Hardy
10/15/99 09:16 AM
To: Lee Munden/LON/ECT@ECT, David Weekes/LON/ECT@ECT, Debbie R 
Brackett/HOU/ECT@ECT, Tom Moran/HOU/ECT@ECT
cc:  
Subject: EOL - Master versus Online GTCs

fyi
---------------------- Forwarded by David Hardy/LON/ECT on 15/10/99 14:17 
---------------------------


Justin Boyd
15/10/99 09:16
To: Amita Gosalia/LON/ECT@ECT, Meagan Brinkworth/LON/ECT@ECT
cc: Mark Taylor/HOU/ECT@ECT, Jeffrey T Hodge/HOU/ECT@ECT, David 
Hardy/LON/ECT@ECT 
Subject: EOL - Master versus Online GTCs

The underlying contractual structure for trades effected on-line between the 
relevant Enron entity and a Counterparty is as follows:

if there is an existing Master for the particular product between the 
contracting parties, that Master will govern on-line trades.
if there is no Master between the parties, then the applicable on-line GTCs 
will apply. 

If the terms of a Master are unacceptable to us for whatever reason (e.g. due 
to insufficient credit provisions), then it may be appropriate to terminate 
that Master.  
If however, we wish to keep a Master in place but do not wish to use it for 
on-line trades, then the counterparty needs to be notified of this and give 
its consent.  Such notice could state that until the Master had been suitably 
amended (i.e. by the negotiation of new credit provisions), then the on-line 
GTCs will apply.

Justin