Keith,

Attached is a revised version that addresses your points.  Please get back to me if you have any additional concerns.  You may email me or call me at 713-853-0973.


Sincerely,


Scott Griffin

 -----Original Message-----
From: 	Hendry, Brent  
Sent:	Monday, October 08, 2001 9:36 AM
To:	Griffin, Scott
Cc:	Shackleton, Sara
Subject:	RE: Revised Contract

I am enclosing the revised confirmation with the two requested changes for you to forward to Keith Graham.
Regards,
Brent
 

 -----Original Message-----
From: 	"Graham, Keith" <GrahamK@USFilter.com>@ENRON [mailto:IMCEANOTES-+22Graham+2C+20Keith+22+20+3CGrahamK+40USFilter+2Ecom+3E+40ENRON@ENRON.com] 
Sent:	Friday, October 05, 2001 1:55 PM
To:	Griffin, Scott; Berkeland, Bill; Shackleton, Sara; Hendry, Brent
Cc:	Fields Tom
Subject:	RE: Revised Contract

I have received the email below and have only two minor comments concerning
the Confirmation.

1.  In the "Cash Settlement Amount" paragraph, "Notional Amount" should be
changed to "Notional Quantity" to be consistent.

2.  For sake of avoiding doubt that the payment date is the fifth business
day following the date on which the product is priced for the last pricing
day of the prior month, I would amend the existing language of the Payment
Date(s) to add the following at the end of the sentence:  "for the
applicable Determination Period."

	If you have any questions or comments, please let me know.

Keith E. Graham
Senior Counsel
United States Filter Corporation
55 Shuman Boulevard
Naperville, Illinois 60563
Telephone No.: (630) 778-4810
Facsimile Transmission No.: (630) 717-4594
Email Address: grahamk@usfilter.com

Confidentiality Note:   This e-mail message and any attachments to it are
intended only for the named recipients and may contain legally privileged
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immediately delete it from your computer.


-----Original Message-----
From: Griffin, Scott [mailto:Scott.Griffin@ENRON.com]
Sent: Tuesday, October 02, 2001 2:08 PM
To: fieldst@usfilter.com; grahamk@usfilter.com
Cc: Berkeland, Bill; Shackleton, Sara; Hendry, Brent
Subject: Revised Contract


Tom,

Attached below is a revised draft contract and an updated Annex A that
should address your legal department's concerns.  If there are
additional enquiries, Mr. Graham should speak directly to Sara
Shackleton at 713-853-5620 or Brent Hendry at 713-853-7124 in our legal
department.



Thanks,

Scott Griffin


 <<Annex A - ENA(03-02-00).doc>>
<<USFilterfixedbasisswap(10-01-01)1.doc>>
Scott F. Griffin
Enron Global Markets, LLC
1400 Smith Street
Houston, TX 77002-7361

Office:     (713)-853-0973
Mobile:    (713)-503-5686



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