Attached please find a draft confirm for the Income Participation
Certificates.  Upon review, these instruments appeared to be most similar
to preferred stock and therefore I used the equity template as a starting
point.  Please let me know if you have any questions.  I will now turn to
commenting on the debt template forwarded to me by Sarah earlier today.
Best regards.

(See attached file: #504870 v1 - Enron Income Participation Certificate
Swap.doc)
 - #504870 v1 - Enron Income Participation Certificate Swap.doc