Equity Swap "Basket" ISDA Confirmation

Good Afternoon Sara,

We would like to schedule a meeting with you to discuss the intent of the
confirmation before you review this in detail. Please advise when you would
be available on Thursday, 3/29/01.

Regards,

JAG
---------------------- Forwarded by Jorge A Garcia/NA/Enron on 03/28/2001
05:47 PM ---------------------------

Jorge A Garcia
03/28/2001 05:36 PM
To: Sara Shackleton/HOU/ECT@ECT
cc: Laurel Adams/HOU/ECT@ECT, Aneela Charania/HOU/ECT@ECT

Subject: Equity Swap "Basket" ISDA Confirmation

Good Afternon Sara,

Here is the revised confirmation that I believe captures what they are
looking to accomplish. They are looking for us to create one confirmation
that is open ended to allow additional trades as well as deletions along the
way. I believe this language accompishes this concept.

Please review and advise should any changes be required.

Thanks again!

Jorge