Janelle and Tom:  Ed Sacks and I need to speak with you in the a.m. about a 
few issues.

I have questions about market disruption because Con Ed has asked:

(1)  that Market Quotation apply rather than Loss (in the event of Early 
Termination)
 Is this a very liquid market?  ENA agrees to market quotation only for FX 
and short term deals in liquid markets (e.g., gas)

(2)  to jointly determine when a Market Disruption has occurred (after 
consultation)
 Usually ENA as the Calculation Agent makes this determination in good faith.

(3)  to identify two brokers/pricing platforms for purposes of determining 
the daily MTM
 Each party typically assesses its own MTM for valuation purposes (whether 
for collateral calls or termination, etc.).  Sounds like Ed and I need to 
know what was said to Con Ed about marking

(4)  I think Con Ed was headed in the direction of asking that we each 
provide dealer quotes (rather than ENA coming up with two quotes in good 
faith) as a Disruption Fallback.  Tom, I think we discussed this in a 
different situation.

Ed and I agreed to conference at 10 am Houston time to discuss these and the 
draft docs (which were e-mailed to you).



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