Revisions to ISDA exhibit.doc

The revised form of ISDA exhibit.doc (which contains the credit support annex
and letter of credit forms) has been moved into the attorney forms bank under
atty.fms/current forms/isdaexh.doc. The old form of ISDAexh.doc is now under
"old forms" in the attorney forms bank as atty.fms/old forms/oldISDAexh.doc.
Again, per my last email, the revised Multicurrency Schedule is already in
attorney forms. You may want to circulate blacklined drafts. The Index to
the swap forms is now also located in the attorney forms bank for your
reference for the most current forms. It is called "formlist.doc."

London and Singapore, FYI, in addition to making changes to the ISDA
collateral annex, we made changes to the MAC definitions (which we inserted
into ISDAexh.doc for ease of the paralegals) and made changes to the letter
of credit terms, as well as the form of Letter of Credit. We also added in
an alternative "Credit Support Amount" provision on the front page of the
ISDA credit support annex to deal with situations when we do not want to
return the Credit Support Amount during the term of the Master Agreement.

We moved the guaranty forms (Enron Corp. and Counterparty) as a separate
document(s) in the attorney forms bank, atty.fms/current forms/guaranty.doc.
The guaranty form was revised to (1) make it cover both confirms and masters
so we don't need two separate forms on an ongoing basis, and (2) we changed
the procedures for timing of demands made on Enron (deleting the 15 day
period). We are also discussing adding an assignment provision to the Enron
Corp. guaranty with Clement and will keep you posted.

We are close to finalizing changes to the Industrial Master, as well as
making changes to the Omnibus form of confirmation.
Also, by the end of the day I will have moved our standard forms of
Secretary's Certificates into the attorney forms bank.