Form Contract, Rev Minus 1

Kay, here's the near to last draft of the form. Sorry of the delay and
thanks for being a sport about it, especially when your dvelope rtypes are
needig to get on down the road.. Please feel free to work on this, but
please don't distribute this as our form, as you can see from the note
below that we still have a way to go before it is the "form',but remaining
work is limited to speific content here and there, typos ,and some
litigation sturff. The structure will remain, so you can safely work into
this the West LB stuff.

John R. asked that you and he have a chat about the directionyou are
headedand hwo to coordinate the changes that need to be made - in terms of
substance as awell as drafting - to get to an standard set of changes for
the off balance sheet work. I would be glad to participate.

---------------------- Forwarded by John Schwartzenburg/ENRON_DEVELOPMENT
on 09/21/2000 06:23 PM ---------------------------

John Schwartzenburg
09/21/2000 01:57 PM

To: Peter Nassab/Corp/Enron@Enron, Larry Bishop/NA/Enron@Enron, John G
Rigby/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Roberto
Sevitz/NA/Enron@Enron, David K
Bargainer/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Scott
Dieball/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Angie
Chappell/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:

Subject: Form Contract, Rev Minus 1

Here's the next to last iteration of the form contract before we christen
it officially "FORM 2000 - Rev. 00",clean and compared. John R will need to
take this, diddle with it, and use the product PDQ for a couple of crisis
applications, but before it becomed and gets advertized as "Form 2000" I
woanted to collect last comments from you guys and get some fine tuning
from our litigation mangers onthe arbitration and dispute resoluton
materials, which is to be on my desk by the end of the day.
Because of Johnnie's urgencies, I did not have the chance to pretty up
format and section and page numbers, please forgive. We will get it next
time.

You guys also have the un-revised draft exhibits. I think Rigby was to
revise to try and revise them to fit the form - I await the draft exhibits
withbaited breath.

Please collect your thoughts and we we schedule a time to get tehm in.

Angie, please print both attachemenst and this e-mail for me.

(See attached file: ENRON EPC-0921-rev0-1.doc)

- ENRON EPC-0921-rev0-1.doc