Hi Sara--

There are open issues regarding the L/C faciltity, so Carol and I decided not 
to comment on specific clauses until those issues were resolved.  I believe 
Carol was ok with Section 18, but it was added shortly before she left for 
maternity leave.  Because we are still trading with you under the existing BT 
ISDA, the clause is simply meant to sweep-in any exisiting BT-Enron trades 
under the new DB-Enron facility.

Please let me know if you have any further questions.  My understanding is 
that we are now scheduled to talk on Wed. at 11am NY time. I look forward to 
talking with you then.

Regards,

Steve




Sara.Shackleton@enron.com on 09/08/2000 04:36:32 PM

To:   steven.kessler@db.com
cc:
Subject:  ISDA Master Agreemen between Deutsche Bank AG ("DB") and Enron 
North America Corp.






Steven:

I am trying to finalize this master during Carol St. Clair's absence.  I have 
a
few questions prior to our comments.  They are:

(1)  Have you already commented on the new form of Letter of Credit Provisions
which Carol sent to you?  This is referred to as Exhibit A to Paragraph 13 of
Annex A.  I did not see your response.

(2)  Have you reviewed the latest Letter of Credit format?  I did not see your
response.

(3)  What is the genesis of Part 5, Section 18 of your redline.  I know that 
DB
acquired Bankers Trust, but did Carol ever review this provision?  Have both
parties agreed as to existing transactions?

Please let me hear from you.  Thanks.  Sara