let me know if this prints ok
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 03/23/2000 
08:47 AM ---------------------------


"Pete D'Alessandro" <pete_dalessandro@vintagetul.com> on 03/23/2000 08:48:05 
AM
To: Susan Bailey/HOU/ECT@ECT
cc: Sara Shackleton/HOU/ECT@ECT 
Subject: Re: Schedule to Master Agreement



This looks good.  We do not have good copies of the ISDA Agreement, so if you 
could print the final copies of both the ISDA Agreement and Schedule and send 
them to me, I'd appreciate it.

pete

>>> "Susan Bailey" <Susan.Bailey@ect.enron.com> 03/22/00 01:10PM >>>


Pete,

Attached is a clean version and blacklined version of the Schedule to the 
Master
Agreement, between Enron North America Corp. ("ENA") and Vintage Petroleum, 
Inc.
("Vintage").   The attached Schedule includes the revisions agreed upon 
between
you and Sara Shackleton.  Pursuant to Sara's request, the Schedule has been
prepared as an "execution copy" and therefore, includes (a)  an agreement date
of March 22, 2000 (since no trades exist between the parties, today's has been
included), and (b) the name and title of the ENA signatory for the ENA 
signature
block.

If the attached meets with your approval, it is my understanding you will be
furnishing execution sets of the Schedule.  However, please advise if ENA or
Vintage will provide the execution sets of the "preprinted boilerplate" of the
ISDA Master Agreement.

If you have any questions you may reach me by phone.  My direct number @ ENA 
is
(713) 853-4737.   I look forward to your comments and further instructions.


Susan

(See attached file: 078bctr.doc)(See attached file: 078BCTRRED.DOC)