Tammy:

Your redraft is fine with two exceptions:

(1)  We need to define "business day"  which is used throughout the agreement and is never defined.  I propose capitalizing the term throughtout your document and using the ISDA definiton or one which recognizes those days on which banks are open in NY and Houston.

(2)  ENA cannot agree to arbitrate before the National Futures Association and you are no longer required to use that forum for arbitration. The situs is fine. I would like to again suggest the language which I originally proposed.  If we cannot agree, can we be silent as to jurisdiction?

Please let me hear form you.

Sara Shackleton
Enron Wholesale Services
1400 Smith Street, EB3801a
Houston, TX  77002
Ph:  (713) 853-5620
Fax: (713) 646-3490


 -----Original Message-----
From: 	Tammy.Botsford@morganstanley.com@ENRON [mailto:IMCEANOTES-Tammy+2EBotsford+40morganstanley+2Ecom+40ENRON@ENRON.com] 
Sent:	Tuesday, October 02, 2001 3:26 PM
To:	Shackleton, Sara
Subject:	Commodity Futures Customer Agreement

Sara,

I'm attaching a draft of the futures agreement to "get the ball rolling"
again.  I believe I have included the terms you indicated were most
important.  One item I would like to bring to your attention is the
arbitration clause.  Morgan Stanley prefers to litigate disputes, but I
can agree to NFA arbitration rather than litigation.  I know New York is
our preferred location, and Texas is yours, so I thought that holding
the arbitration in Chicago might equally inconvenience us.   Please let
me know if this works for you.

Regards,

Tammy

 - 1_Redline Enron Cust Agr.doc << File: 1_Redline Enron Cust Agr.doc >>