Gentlemen:

Pursuant to Jarrod Cyprow's request, I am attaching a clean and blacklined version of your form Schedule to the ISDA Master Agreement and Paragraph 13 to the ISDA Credit Support Annex, which reflect our comments to such forms.

Please do not hesitate to contact us with any questions.  We look forward to hearing your comments.

Thank you.

Marie Heard
Senior Legal Specialist
Enron North America Corp.
Phone:  (713) 853-3907
Fax:  (713) 646-3490
marie.heard@enron.com