Richard:

Highlighted below are changes to our standard confidentiality language 
requested by a banking counterparty to an ISDA agreement.  Would you let me 
know if it is acceptable?

(i) Confidentiality.  The contents of this Agreement and all other documents 
relating to this Agreement, and any information made available by one party 
or its Credit Support Provider to the other party or its Credit Support 
Provider with respect to this Agreement is confidential and shall not be 
disclosed to any third party (nor shall any public announcement relating to 
this Agreement be made by either party), except for such information (i) as 
may become generally available to the public, other than as a result of a 
disclosure in violation of the terms hereof (ii) as may be required or 
appropriate in response to any summons, subpoena, or otherwise in connection 
with any litigation or to comply with any applicable law, order, regulation, 
ruling, or accounting disclosure rule or standard, whether in response 
thereto or upon initiation by either party in defending itself, reducing its 
liability, or protecting or exercising any of its claims, rights, remedies or 
interests under or in connection with this Agreement or any Transaction (iii) 
as may be obtained from a non-confidential source that disclosed such 
information in a manner that did not violate its obligations to the 
non-disclosing party or its Credit Support Provider in making such 
disclosure, or (iv) as may be furnished to the disclosing party,s Affiliates, 
and to each of such person,s auditors, attorneys, advisors or lenders which 
are required to keep the information that is disclosed in confidence.


Thanks.  

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