Dear Elizabeth,

Attached is the Mid-C Call Option Confirmation you reviewed this morning.
Many of the changes you suggested were quite valid - thanks for that!

The only modifications that we would prefer not to accept were the ones to
"Delivery Point" and in the last line of the "Description of Transaction".
Regarding the former- we would rather not place specific parameters as to
how to chose the replacement DP (this goes for all of our counterparties,
not just Enron).  Which DP will be similar to the original DP in terms of
homogeneity and liquidity to us or to Enron is truly subjective, and
furthermore we would not want to agree to stricter parameters with Enron
than with other counterparties . The reality is that the parties are likely
to disagree on the replacement DP when and if this event occurs, and thus
the method for resolving this and any other dispute is arbitration under
Section 10.2  of the EEI Master.

Please let me know if the attached revised draft Confirmation will be
acceptable to you.

Thanks,

Shari
713-207-5233

(See attached file: Enron Gas Daily Call Option Revised (5.10.01).doc)


 - Enron Gas Daily Call Option Revised (5.10.01).doc