Attached are my blackline comments to the side agreement you prepared.  I
need to run it by the Enron Online group but do not forsee any objections.
Let me know if you have any questions or comments.
Regards,
Brent


----- Original Message -----
From: <ARaspe@elementre.com>
To: <bhendry@houston.rr.com>
Sent: Tuesday, April 17, 2001 10:25 AM
Subject: Re: XL Trading Confirmation revised blackline


>
>
>
>
>
> The undersigned parties hereto agree that until a relevant master
agreement
> is executed between  XL Trading Partners Ltd  ("Counterparty") and Enron
> North America Corp., the terms and conditions set forth in the form of
> long-form confirmation (the "Deemed ISDA") shall be the general terms and
> conditions governing all weather-derivative transactions on one or more
> websites or other internet-based electronic trading facilities ("Website")
> between EnronOnline, LLC and/or its affiliates ("Enron") and Counterparty,
> and shall replace any General Terms and Conditions established by Enron
> which are in effect with respect to  weather-derivative transactions or
are
> posted on the Website.
>
> Furthermore, any reference to the "General Terms and Conditions" in the
> Electronic Trading Agreement  or the Password Application between the
> undersigned shall be deemed a reference to the Deemed ISDA.
>
> Acknowledged and Agreed to this _______ day of April, 2001
>
>
> Element Re Capital Products Inc.,                       EnronOnline, LLC
> as Agent of XL Trading Partners Ltd
>
>
> By:                                By:
> Name:     Lynda Clemmons                 Name:
> Title:    President                      Title:
>
>
>
>
>
>
> Adele M. R. Raspe
> General Counsel, Derivatives
>
> Element Re Capital Products Inc.
> 100 First Stamford Place, Suite 360
> Stamford, CT 06902
> phone:  (203) 356-3579
> fax:  (203) 602-4475
>
>
>
>                     Brent.Hendry@
>                     enron.com            To:     ARaspe@elementre.com
>                     Sent by:             cc:
>                     Becky.Spencer        Subject:     Re: XL Trading
Confirmation revised
>                     @enron.com           blackline
>
>
>                     04/17/2001
>                     10:34 AM
>
>
>
>
>
>
>
> Adele,
>
> Regarding the "one-liner" you needed from Brent, he asks that you draft it
> and then send it to him at home for his review.  His home e-mail address
> is:  "bhendry@houston.rr.com"
>
> Thank you!
> Becky Spencer
> Assistant to Brent Hendry
> 713-853-7599 Office
> 713-646-3490 Fax
>
> -----------------------------------
>
>
>
>                     ARaspe@elemen
>                     tre.com              To:     Brent.Hendry@enron.com
>                                          cc:
>                     04/16/2001           Subject:     Re: XL Trading
> Confirmation revised blackline
>                     05:52 PM
>
>
>
>
>
>
> Return Receipt
>
>     Your      Re: XL Trading Confirmation revised blackline
>     document
>     :
>
>     was       Adele Raspe/ElementRe/XLAmerica
>     received
>     by:
>
>     at:       04/16/2001 06:14:29 PM EDT
>
>
>
>
>
> The information contained in this e-mail message may be privileged
> and confidential information and is intended only for the use of
> the individual and/or entity identified in the alias address of
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 - XL Trading.doc