Cheryl:

Attached are Welch's comments.

As you already know, Jennifer is doing the 2-month deal (but no others until 
the ISDA is inked).  We do have to investigate the coop issue under Michigan 
law.  Both the swap CP and the parent have the word "cooperative" in their 
names.  Please see Lotus Notes.  You should send an immediate email to the 
department to see if anyone has used Michigan counsel (I saw a single 
reference in the Jurisdictional Database).  We may be able to obtain an 
opinion from McDermott or even Welch's inhouse counsel.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 05/24/2001 03:42 PM -----

	dkoya@mwe.com
	05/24/2001 01:29 PM
		 
		 To: sara.shackleton@enron.com
		 cc: tbockhorst@welchs.com, gbenson@mwe.com
		 Subject: Welch's / Enron - Markup of schedule and paragraph 13




Sara,

Attached are Welch's comments to the schedule and paragraph 13 proposed by
Enron.  I look forward to discussing the terms of these documents at your
earliest convenience.   The form of the Letter of Credit and the guaranty are
still under review by Welch's and MWE.

Thanks,


Devi S. Koya
McDermott, Will & Emery
227 West Monroe
Chicago, IL 60606
Ph: 312-984-2133
Fax: 312-984-7700


(See attached file: CHI99_3716524_1.DOC)

(See attached file: CHI99_3719227_1.DOC)


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 - CHI99_3716524_1.DOC
 - CHI99_3719227_1.DOC