Dan -- As we had discussed, attached for review by TXU are the basic forms of (i) Master Netting, Setoff and Security Agreement and (ii) Collateral Annex.  I have modified the former document to show those master agreements which the Enron Credit group had identified to be referenced.  Please contact me or the Enron Credit group's Jay Williams (tel. 713-345-3923) with any questions you may have.  --David Portz

David A. Portz
Senior Counsel
Enron North America  Corp.
1400 Smith, EB 3805a
Houston, Texas   77002-7361
Phone:   713-853-9239
Fax:   713-646-3491
Assistant:   Linda Simmons (Ext.  57851)