Mark:

Please review the attached Credit Schedule from Dow.  Given that our trade 
flow with them has increased to date and is expected to further accelerate, I 
agree with you totally that we need to finalise the ISDA.

Doug
---------------------- Forwarded by Douglas S Friedman/HOU/ECT on 02/23/2001 
04:14 AM ---------------------------


"Corbett, Cheryl (CE)" <CECORBETT@dow.com> on 02/22/2001 07:11:13 AM
To: "'Douglas.S.Friedman@enron.com'" <Douglas.S.Friedman@enron.com>
cc: "Antuna, Luis (L)" <LAntuna@dow.com> 
Subject: FW: ISDA TDCC/Enron


Doug, attached for your review and comment is the draft ISDA Schedule we
recently forwarded to Adam Gross.  Please forward any comments directly to
Luis Antuna at lantuna@dow.com or by telephone at 517-638-6789.

Regards,

Cheryl Corbett

>  -----Original Message-----
> From:  Antuna, Luis (L)
> Sent: Friday, February 09, 2001 11:59 AM
> To: 'agross@enron.com'
> Cc: Billings, Mike (ME); Corbett, Cheryl (CE)
> Subject: ISDA TDCC/Enron
>
> Mike Billings has given us your name as the first contact person in Enron
> to negotiate an ISDA agreement with The Dow Chemical Company (TDCC).  Our
> files show an ISDA between Enron Capital & Trade Resources and two Dow
> entities (Dow Hydrocarbons & Resources, and Dow Chemical Canada). In
> addition to this, my understanding is that TDCC (my predecessor in this
> position) and Enron ( presumably a lawyer) had some discussions about an
> ISDA, but for some reason they were not successful. Despite this, the
> level of trading between the two companies have increased and TDCC has
> never accepted and cannot accept the Terms and Conditions included in the
> confirmations sent by Enron. For these reasons, we think we should agree
> on an ISDA where conditions acceptable to both parties can apply to the
> intense trading between the two companies.
>
> In order to speed up the process, I have enclosed to this message Dow's
> template for the ISDA Schedule. We would appreciate if Enron could review
> the attached draft and come back with any comments or issues for
> discussion. Please forward this message to the responsible person asking
> him to contact me for any discussion. Thanks.
>
> Regards
>
>  <<Enron North America Corp.(draft) 2-9-01.doc>>
>
>
> Luis Antuna
> Attorney - Financial Law
> The Dow Chemical Company
> 2030 Dow Center
> Midland, MI  48674
> Tel: (517) 638-6789
> Fax: (517) 636-0861
> lantuna@dow.com
>

 - Enron North America Corp.(draft) 2-9-01.doc