Leandra,

As previously discussed, attached is a red-line version of suggested changes 
from Tractebel and ENA.   

Please note ENA changes from the earlier draft are as follows:

Section 4.2 Triggering Event.     Increase defaults for both parties to 
$100,000,000.

Section 4.6  Collateral Requirement/ Termination Payment  Threshold. Decrease 
in Tractebel's Threshold from $10,000,000 to $7,500,000.

Appendix"1"
"Material Adverse Change".   Change Tractebel S.A. "Minimum net worth ratio" 
to $3,375,000,000 USD from $150,000,000 Belgian Francs.  


Laura Kinner in your credit dept.  is working with ENA's Russell Diamond 
concerning these changes to credit sections.


Finally, although this draft has been reviewed by my attorney, there are a 
few sections as you will note we need to discuss further.

Thank you for your assistance.  Please let me have your thoughts regarding 
the draft.





Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490