Mike:

Pursuant to Sara Shackleton's request, I am attaching a draft form of Collateral and Exposure Provisions (two way cash only) for the Citibank transactions.

Please let us know if you have any questions or need anything else.

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