IN: All: It appears that this is the group which can best address the (derivatives) issues which may arise when Enron Corp. attempts to enter into equity swaps/options/forwards based upon Enron Corp. stock. We have all undertaken to provide the group with the following items: (1) "Procedures for Executing/Documenting/Unwinding Enron Corp. Equity Derivatives" Clint has already circulated a draft proposal. Comments are invited. (2) The transacting party: ENA (with an Enron Corp. guaranty) or Enron Corp.? Rex has no preference and credit's initial response was to consolidate trading in ENA. I will revisit this issue with Bill Bradford. (3) Enron Corp. equity trading resolution Rex and Jim will handle the drafting and logistics. This will be necessary if Enron Corp. is the trading party because the counterparty will want to review (and equity trading requires authorization) AND also necessary if ENA is the trading party because equity trading requires authorization. (4) Standard form of Registration Rights Agreement Rex and Jim will handle the drafting. This can be used as our "form" for future transactions. (5) Enron Corp. "position paper" addressing equity derivative parameters, preferable methods of settlement, registration rights, etc. I have no volunteers. Maybe Bob Baird needs an assignment. As you know, there are several outstanding confirms which require immediate attention before the foregoing items can be finalized. Please let me know if we can establish a timetable for completion of this project. Thanks for your help. Sara

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OUT: Equity Derivatives on ENE stock

IN: Steven: I am trying to finalize this master during Carol St. Clair's absence. I have a few questions prior to our comments. They are: (1) Have you already commented on the new form of Letter of Credit Provisions which Carol sent to you? This is referred to as Exhibit A to Paragraph 13 of Annex A. I did not see your response. (2) Have you reviewed the latest Letter of Credit format? I did not see your response. (3) What is the genesis of Part 5, Section 18 of your redline. I know that DB acquired Bankers Trust, but did Carol ever review this provision? Have both parties agreed as to existing transactions? Please let me hear from you. Thanks. Sara

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OUT: ISDA Master Agreemen between Deutsche Bank AG ("DB") and Enron North America Corp.

IN: We have received the executed Acknowledgement and Termination Agreement dated effective as of December 1, 1999 by and among El Paso Merchant Energy-Gas Company (formerly known as El Paso Marketing Company, also formerly known as Eastex Hydrocarbons, Inc.), El Paso Merchant Energy Gas, L.P., El Paso Energy Corporation, and ENA (formerly known as ECT). Such document referenced the merger of Sonat Marketing Company, L.P. with and into El Paso Merchant Energy-Gas L.P., and the subsequent assignment of El Paso Merchant Energy-Gas LP's rights, duties and obligations to El Paso Merchant Energy-Gas Company. Under such agreement, the parties agree that: 1. ENA and El Paso Merchant Energy-Gas Company agree that (a) the Sonat Marketing Company and Sonat Marketing Company, L.P. financial Transactions shall be governed by the El Paso Merchant Energy-Gas Company financial Master Agreement dated as of April 20, 1995; and (b) the Sonat physical transactions shall be governed by the El Paso Enfolie Master Firm Purchase/Sale Agreement dated March 1, 1998; 2. El Paso Energy Corporation, as Guarantor, agrees that its guaranty shall remain in full force and effect with respect to the transactions evidenced in Item 1 above; 3. Enron Corp., as Guarantor, agrees that its guaranty shall remain in full force and effect with respect to the transactions evidenced in Item 1 above; 4. ENA and El Paso Merchant Energy-Gas Company agree that the Sonat financial Master Agreement dated as of September 1, 1994, and the Sonat Master Firm Purchase/Sale physical Master Agreement, will be terminated; 5. Each of ENA, El Paso Merchant Energy-Gas, L.P. and El Paso Energy Corporation agree that the Sonat physical Guaranty dated August 28, 1995, the Sonat financial Guaranty guaranty dated August 28, 1995, the Enron Corp. financial Guaranty dated as of August 28, 1995 and the Enron Physical Guaranty dated May 1, 1994 are thereby terminated. All of the above is rather complex, and I've tried to reduce 3 pages of "Whereas" clauses into 1 paragraph, but I will distribute the document to the usual suspects, so any confusion about parties should become clearer.

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OUT: El Paso/Sonat Acknowledgement and Termination Agreement

IN: Golf is scheduled for 2pm Saturday. Lousy start time but evidently they have a tournament of some sort on Saturday morning. Let me know if you can play or not. It is only you and I. Phone numbers are: work 713.853.6177. Home 281.320.1240. Also please email your phone numbers for future reference. No one has them.

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OUT:
Golf