Sara,

Have you had the opportunity to review the proposed language below?
This language, as well as your confirmation that the latest guarantee
version is acceptable, are the two remaining items in our Agreement.
Could you please let me know where we stand on these?

Thanks,
Mara Alexander
Sr. Documentation Analyst
Cargill, Incorporated
Tel: 952.984.3417
Fax: 952.984.3872
e-mail: Mara_Alexander@Cargill.com

-----Original Message-----
From: Alexander, Mara /xtwn
Sent: Friday, May 04, 2001 9:08 AM
To: 'Sara.Shackleton@enron.com'
Subject: ISDA Master Agreement between Cargill-Alliant and Enron North
America Corp.


Dear Sara,

I understand from our Credit Manager that guarantee formats
are again with you.  Thanks for your patience regarding the
delay; we look forward to your response on these.

With respect to the Schedule, I believe we're in agreement
on all the issues to-date.  As indicated earlier, I do have
one more provision for your consideration which our attorney
recommends we include in all of Cargill-Alliant's Schedules.

This provision pertains to Cargill-Alliant's joint venture
structure, and is intended to prevent changes in that
structure from being interpreted as an Event of Default
under Part 5(a)(vii).  It is consistent with language we
have commonly seen used for similar entities.  I would
suggest we include it in the Schedule as a new Part 1(g).
The provision reads as follows:

"(g) The 'Bankruptcy' provisions of Section 5(a)(vii)
are hereby amended by:
  (i) adding in Clause (1) thereof (third line) after
      the word 'merger' and before the closed
 parenthetical the words 'or, in the case
 of Party B, any reconstitution, incorporation
 or admission or withdrawal of a member'; and
 (ii) adding in Clause (5) thereof (fourteenth line)
 after the word 'merger' and before the closed
 parenthetical the words 'or, in the case of
 Party B, any reconstitution, incorporation or
 admission or withdrawal of a member'."

This would be the final item outstanding in the Schedule.
I look forward to your response at your earliest opportunity.

Regards,
Mara Alexander
Sr. Documentation Analyst
Cargill, Incorporated
Tel: 952.984.3417
Fax: 952.984.3872
e-mail: Mara_Alexander@Cargill.com