Carol,

I have forwarded our tax comments on the Master Steel Agreement.  Please let 
me know if you have any questions.  Thanks.

MRC

 -----Original Message-----
From:  Musch, Susan  
Sent: Thursday, May  31, 2001 8:45 PM
To: Clark, Morris
Cc: Gockerman, Matthew F.
Subject: RE: Steel Master Form

Morris,

My comments on the Master Steel Agreement are as follows:

1.   Section 3.7 - The Taxes arising at the Delivery Point should be the 
responsibility of the Buyer rather than Seller (i.e., Seller should be 
responsible for all Taxes applicable to the Commodity being sold under the 
Master Agreement arising upstream of the Delivery Point and Buyer should be 
responsible for all Taxes applicable to the Commodity being sold under the 
Master Agreement arising at and downstream of the Delivery Point).

2.   Section 3.7 - The phrase "within [___] days" should be added immediately 
before the comma in the sentence beginning "[i]f Buyer and Seller are unable 
to reach mutual agreement...."

3.   Section 3.7 - The following sentence should be inserted before the 
sentence beginning "If either party is exempt from Taxes...":

Notwithstanding the foregoing, a Party is not liable for any applicable Taxes 
that are legally imposed on the other Party and that are refundable to the 
other Party, including without limitation value added or goods and services 
taxes.

4.   Section 9 - The following sentence should be added to the definition of 
Delivery Point:

For purposes of  transactions involving an Option on the Commodity, the 
Delivery Point shall be defined to mean the date of delivery to the Buyer of 
written confirmation of the purchase and sale of the Option, which date shall 
be in all cases not earlier than one day following the day of acceptance of 
the Counterparty,s offer.

5.   Section 9 - The phrase "goods and services taxes," should be added to 
the definition of New Taxes immediately after the phrase "value added taxes,".

6.   Section 9 - The words "value added, goods and services," should be added 
to the definition of Taxes immediately after the word "use,".

Please let me know if you have any questions or need any additional 
information.

Best regards,
Susan

 -----Original Message-----
From:  Clark, Morris  
Sent: Wednesday, May 30, 2001 2:31 PM
To: Musch, Susan
Subject: FW: Steel Master Form

Susan,

Can you please take a look at the attached steel master agreement  and 
provide any additional language that you think is necessary (I imagine it 
should work similar to the paper and pulp master that we discussed).  My 
concern with the steel master is twofold: (i) it will be used for 
international counterparties; and (ii) the treatment of options in many 
foreign jurisdictions.  Thanks for your help.

MRC

 -----Original Message-----
From:  St Clair, Carol  
Sent: Friday, May  25, 2001 3:08 PM
To: Clark, Morris
Cc: Murray, Julia
Subject: Steel Master Form

Morris:
Could you please review and sign off on the tax language?  Thanks.

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com
----- Forwarded by Carol St Clair/HOU/ECT on 05/25/2001 03:07 PM -----


	Carol St Clair 05/25/2001 02:52 PM 	   To: Julia Murray/HOU/ECT@ECT, Harry M 
Collins/HOU/ECT@ECT  cc: Dan Lyons/HOU/ECT@ECT, Lou Stoler/HOU/ECT@ECT, Peter 
del Vecchio/HOU/ECT@ECT, Deb Korkmas/HOU/ECT@ECT  Subject: Steel Master Form


Julia and harry,
Enclosed is a revised draft of the Steel Master Agreement for your review.  
Could you please forward this to Cheryl?  Thanks.

 << File: STEEL WORKING DRAFT NO.4 5-25 RED.DOC >>  << File: Steel Working 
Draft No.4 5-25.doc >> 

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com