---------------------- Forwarded by Sara Shackleton/HOU/ECT on 03/16/2001 
05:43 PM ---------------------------


Sara Shackleton
03/16/2001 05:24 PM
To: kpolozie@mwe.com
cc: Janice R Moore/HOU/ECT@ECT 
Subject: Transfer and Assumption Agreement ("Agreement")

Kate:
A few points about the last draft of the Agreement:

(1)  Par. 1(a):  the transfer and assumption is effective as of March 16, 
2001 and not as of the Collateral Return

(2)  Par. 1(d):  the parties have already agreed to use one set of 
spreadsheets

(3)  Par.  3:  the ML&Co. guaranties are not being released because there are 
existing deals in place.  The guaranties will only be released as to the 
transferred Transactions

(4)  Par. 6:  conform language to side letters

(5)  Par. 8:  Please delete the last two sentences.  Enron will agree to be 
silent as to court actions, costs and attorneys fees.

Please call at 713-853-5620 (Sara) or 713-853-1794 (Janice).  Regards.