Mary,

Per your e-mail, I would like to delete (ii) in the defininition of 
"reasonably withheld" as there is only one party that has a possibility to 
have a material unhedged position (ie. Enron).  

Thanks,

Ryan

The (i) Termination Date and (ii) each date specified as such in a written 
notice from either party to the other party with respect to a designated 
Number of Shares specified in the notice (the "Notice"), to which the party 
receiving such notice consents, which consent shall not be unreasonably 
withheld.  For purposes of this Confirmation, the parties agree that consent 
shall be deemed reasonably withheld (i) if the party receiving the Notice has 
a reasonable business purpose for maintaining the Transaction (excluding any 
business purpose relating specifically to the existing or anticipated value 
of the Transaction or any other Transaction subject to the Agreement) or (ii) 
if consenting to the Notice would result in a material unhedged exposure or 
liability for the party receiving the Notice.  For the avoidance of doubt, a 
Notice shall be sent from either party to the other party on the Termination 
Date.






---------------------- Forwarded by Ryan Siurek/Corp/Enron on 09/06/2000 
02:25 PM ---------------------------


MARY COOK@ECT
09/06/2000 01:06 PM
To: Julia H Chin/NA/Enron@Enron, Kristina Mordaunt/Enron Communications@Enron 
Communications, AnnMarie Tiller/Corp/Enron@ENRON, Ryan 
Siurek/Corp/Enron@ENRON, Andrea V Reed/HOU/ECT@ECT, Julia Murray/HOU/ECT@ECT, 
Sara Shackleton/HOU/ECT@ECT
cc: Mark Taylor/HOU/ECT@ECT 

Subject: Vaulation Date Raptor Language:  RUSH


	

Kristina, please forward as you deem necessary to EBS persons for final 
approval.  Thank you.

Please see attached language concerning the Raptor swaps in respect of the 
Valuation Date mechanism and advise me as soon as possible of your approval 
or comments, if any.  We are trying to finalize all public swaps (save Active 
Power) today, so your timeliness will be GREATLY appreciated by me!  Mary