Draft of Master Netting Agreement Form

See attached items (clean and redline), including a general flow chart.

Tax: I am providing you a copy as a heads up in respect of consideration of Canada tax issues. Stephen, these issues were previously developed when we closed the PGE master. Can you provide to me a short memo describing the resolution of the issues (my recollection is that resolution resulted in a post agreement tax letter agreement to be devised by you and tax counsel at Blakes.)

Accounting: Information purposes.

Joel: Financing issues.

Others: Please review and comment on what is hopefully close to a final draft.

Thank you everyone.

Cordially,
Mary Cook
Enron North America Corp.
1400 Smith, 38th Floor, Legal
Houston, Texas 77002-7361
(713) 345-7732
(713) 646-3393 (fax)
mary.cook@enron.com