Anna:

I propose the following for Schedule B:

"The fourth sentence of Paragraph 10 of the Securities Loan Agreement is 
amended to read as follows:

In the event that (i) the purchase price of Replacement Securities (plus all 
other amounts, if any, due to Lender hereunder) exceeds (ii) the amount of 
the Collateral, Borrower shall be liable to Lender for the amount of such 
excess together with interest thereon at a rate equal to the rate per annum 
equal to the cost (without proof or evidence of any actual cost) to the 
Lender (as certified by it) if it were to fund or of funding the relevant 
amount plus 1% per annum, as such rate fluctuates from day to day, from the 
date of such purchase until the date of payment of such excess."

Clement Abrams is on vacation this week.  I'll call soon.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com