DAN:

Please find attached the force majeure provisions from the draft Sales and 
Purchase Agreement between Enron Marketing and El Paso.  This represents 
considerable effort to date to find a mutually acceptable alternative to the 
Term Sheet language I forwarded to you as well.

Rightly or wrongly, this language does not address the issue of "operating 
condition" as a similar concept to force majeure, specifically in terms of a 
performance standard.  This may still come up with El Paso, but I am 
certainly prepared to talk to the Southern Company about it and get their 
views.

I started to redraft the force majeure provisions in terms of Enron as Seller 
and Southern Company as Buyer, but it quickly exceed my capabilities, so I 
went back to the language in the Enron/El Paso arrangement and included what 
I felt was the appropriate comment in the overview, to the effect that the 
Southern Company should look at the combined provisions as representing what 
Enron would, in its own right, request as a starting point for evaluation.

Once you have had a chance to look at it and my notes and definitions, I 
would like to send it on to the Southern Company for their review (sometime 
tomorrow, if possible).

Sorry to have taken so long getting this to you.


Regards.
Les

PS - please feel free to make any changes you deem appropriate.  I see little 
incentive to write up the new force majeure language until we get a signal 
from the Southern Company.  I know they are looking for simplicity and I 
think we need to be directionally responsive.  If we agree corporately, then 
significant revision will be required in any event.