This is the content of an email: Jeff: Sorry this took so long but here are my thoughts on the above: 1. In Section 3.1 (c), I'm assuming that the additional sections were added because we will get these reps in another agreement from the Trust. Is that correct? 2. In Section 3.4 e), the new language regarding rescission of acceleration I think belongs after the phrase that begins, "if the effect of such failure..." Also, where did the new language regarding prepayments at the end come from? Is this in the Revolver or in Enron's existing deals? 3. Section 3.11 should be made subject to Section 5.7 or vice versa. Carol

Subject: Swap Assignment Agreement - April 20 Draft

This is the content of an email: Please see attached. Thank you. Donna M. Cagle Executive Administrator to President & CEO Mariner Energy, Inc. 580 WestLake Park Blvd., Suite 1300 Houston, TX 77079 281/584-5511 (phone) 281/584-5515 (fax) dcagle@mariner-energy.com <<Mtg. Notice to BOD - Exec..doc>>

Subject: Notice of Special Telephonic Meeting of the Executive Committee

This is the content of an email: Alicia and Trina: Here are my thoughts on the latest drafts of the swap docs: Put Confirm 1. Looks like some type of price protection mechanism is contemplated in the Master Derivatives Agreement and I'm assuming it would go into this confirm 2. In the definitions of ISDA and Equity Definitions, please add amendments and supplements Harrier/Talon Schedule 1. We need to discuss footnotes 2, 3, 6, 9, 12, 13 2. I think that the mechanics for putting up the LC that is described in the Additional Termination Event that was added as clause (iv) needs to be drafted somewhere to address, for example, drawing conditions, what happens when Enron's credit rating improves, the comment made in footnote 6 etc. 3. In Part 4, Section (a) and in all of the notice sections the notice that goes to the AGC of the Trading Group goes to Enron North America Corp. not Enron Corp. 4. In Part 5, Section (l)(Recording) please add after the word "parties" the phrase "in connection with the Transactions hereunder." 5. In Part 5, Section (o) (Confidentiality), is the class of permitted discloses in clause (iv) too broad? Talon/Enron Schedule 1. In Part 1, Section (h) should a carve out from the definition of Identified Event be the new Termination Event that was added? 2. Why is Part 5, Section (n) in this Schedule? 3. Same comments as above Master Derivatives Agreement 1. Is the defined term Net Premiums worded right for purposes of the $400,000,000 limitation? For some reason, I'm thinking that a and b should be reversed. Talon Note 1. In Section 3.2, I'm not sure that the reference in the second paragraph to Part 5(m)(i) of the Enron Schedule applies since the setoff rights only benefit Enron and its affiliates. Also, what does it mean to refer to the Enron Guaranty here? Enron Guaranty 1. In Section 4, I think that it is fair for them to request that setoff only apply to the Guaranteed Agreements and unless I'm missing something, I think we can give on that point. That's all that I have. Have you discussed with Ben the point that we talked about last week concerning the difference between the calculation of "Net Talon Loss" versus "Loss"? I'm available tomorrow to talk about these points. Carol

Subject: Comments to Swap Docs

This is the content of an email: FYI: Due to the non-standard operations for in the EOL Management Reporting Group, the daily Executive Summary report will be delayed. Sorry for the inconvenience. Thanks
Subject: Executive Summary Information