I know that we try to limit the provisions but we should consider:

1.  confidentiality (in the miscellaneous section, perhaps)
2.  setoff where there is no early termination date (is this covered by NY/TX 
state setoff laws?)

I'll try to meet with Carol and Shari next week to develop a list of 
issues/recommendations for you.  We may come up with more omnibus items.  SS


To: Brent Hendry/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Sara 
Shackleton/HOU/ECT@ECT, Carol St Clair/HOU/ECT@ECT, Shari Stack/HOU/ECT@ECT, 
Marie Heard/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT, Susan Flynn/HOU/ECT@ECT, 
Susan Bailey/HOU/ECT@ECT
cc:  
Subject: Omnibus Revisions?

Richard Sanders has asked us to revise the arbitration language in our forms 
- including the Omnibus Annex A.  Please give some thought to whether there 
are any other revisions we should make at this time.  We make every effort to 
minimize the frequency with which we change the Annex (it has only been 
changed once since its inception) so it is important that we get as many 
necessary changes made at this time as possible.

Mark