Please find below our comments to the captioned agreement based on
yesterday's meeting.  I have not read the changes very closely but in an
effort of speed, please see the changes below.  Any final agreement is
subject to management approval.

Alan Kilpatrick --- * - 205/257-6143 --- * - 250/257-7795 ---  * -
amkilpat@southernco.com <mailto:amkilpat@southernco.com>

-----Original Message-----
From: Bailey, Donna [SMTP:dbailey@balch.com]
<mailto:[SMTP:dbailey@balch.com]>
Sent: Thursday, May 10, 2001 12:09 PM
To: Alan M. Kilpatrick
Cc: William Norrie McKenzie
Subject: Revised Enron LNG Document

 <<FBR4RED.rtf>>  <<#503652.doc>>
Alan, here are clean and redlined versions of the above agreement.  The only
thing in here that we have not discussed  is language obligating Enron to
provide us with copies of their LNG agreements with El Paso so that you have
an opportunity to evaluate them before having to decide whether to take
assignment of them.

Call if I failed to capture everything we discussed correctly.

Donna J. Bailey
Balch & Bingham llp
1710 Sixth Avenue North
Birmingham, Alabama 35203-2015
(205) 226-3451 -- direct dial
(205) 226-8798 -- facsimile
dbailey@balch.com <mailto:dbailey@balch.com>
website address: www.balch.com <http://www.balch.com>
This transmission is intended for the sole use of the addressee, and may
contain information that by its privileged and confidential nature is exempt
from disclosure under applicable law. You are hereby notified that any
dissemination, distribution or duplication of this transmission by someone
other than the intended recipient or its designated agent is strictly
prohibited. If you have received this transmission in error, please notify
the sender immediately by replying to this transmission, or by collect call
to the above phone number.



 - FBR4RED.rtf
 - #503652.doc