Bank of Montreal- Early Termination Letter ,
 Good Afternoon Sara,

I wanted to document our discussion this afternoon regarding the Early 
Termination Letter for our Deal No. M368796 that settled on 2/2/01, with the 
Bank of Montreal. You stated that the Master ISDA Agreement states that the 
valuation method for early termination should be the process of obtaining 
Market Quotations from Reference Market Makers. This Early Termination Letter 
reflects that BMO determined the value through its ordinary valuation methods 
instead. This was agreed upon by, the trader, Ellen Su. Therefore, you 
provided your approval for us to execute this letter. Please respond with 
your agreement for our files.

Many Thanks,

Jorge A. Garcia
Manager- Risk Management
Enron Global Markets LLC
713/853-5596
sara.shackleton@enron.com