Susan: We have finally had a chance to internally discuss the comments that you sent  to Marie Heard on March 21 by e-mail and here is our response:  ISDA Comments  1.
Item #1 is fine  2.
We will agree to $100,000,00 for both parties  3.
It is Enron's Policy to use Loss instead of Market Quotation, which I  believe is the standard that is currently used in the existing Master.
As a  compromise, we can agree to Market Quotation for Transactions with a term of  2 years or less as of the applicable termination date and Loss for all others.
4.
Item #4 is fine.
5.
Our credit people want to keep MAC where it is as a trigger that reduces  the collateral threshold to zero.
6.
I would like to discuss with you what we are doing with the existing  Guarantys.
7.
Item #7 is okay but we would prefer a separate termination agreement.
8.
I need to discuss with you items #8 and 10     CSA COMMENTS  1.
Item #1 is fine  2.
We cannot agree to item #2 and would like for it to remain at 20  3.
I would like to discuss item #3 with you

Response to Comments
