Brenda:  This looks fine.  Please have an executed copy sent to the attention 
of Susan Flynn (for ENA's files).  Sara




Brenda L Funk
03/27/2000 04:57 PM
To: Sara Shackleton/HOU/ECT@ECT
cc:  
Subject: Project MacArthur--Termination Agreement

Sara,
Attached you will find the Swap Termination Agreement for your review.  
Please let me know if you have any comments.

Thanks,
Brenda
---------------------- Forwarded by Brenda L Funk/HOU/ECT on 03/27/2000 04:57 
PM ---------------------------


Regina Karsolich@ENRON
03/27/2000 04:48 PM
To: Brenda L Funk/HOU/ECT@ECT
cc:  
Subject: Project MacArthur--Termination Agreement

As requested.......Regina
---------------------- Forwarded by Regina Karsolich/Corp/Enron on 03/27/2000 
04:47 PM ---------------------------


"Theofanidis, Paris" <ptheofanidis@velaw.com> on 03/27/2000 12:32:59 PM
To: "Bahlmann, Gareth (Enron)" <gareth.bahlmann@enron.com>
cc: "Keyes, David" <dkeyes@velaw.com>, "Theofanidis, Paris" 
<ptheofanidis@velaw.com> 
Subject: Project MacArthur--Termination Agreement


      Attached for your review are (i) an execution copy of the Assignment
of Membership Interest, (ii) a draft of the Swap Termination Agreement, and
(iii) a draft of the Guaranty Termination Agreement.

 I told Michelle Vonderhaar that we would e-mail to her copies of the
Termination Agreements after you have had a chance to review them.  Please
let me know when you would like me to send them to her.  Michelle also
indicated that it would probably take a couple of days to locate someone who
is able to sign on behalf of Bankers Trust International PLC, which means
that we will have to execute those documents as of a date after March 28,
2000.

 Please do not hesitate to call should you have any questions.

--Paris
 <<Swap Guaranty Termination Agreement.DOC>>  <<Swap Termination
Agreement.DOC>>  <<Assignment of Membership Interest.DOC>>

 - Swap Guaranty Termination Agreement.DOC
 - Swap Termination Agreement.DOC
 - Assignment of Membership Interest.DOC