Online Trading - GTC/Master variation ,
 Dear Jeff and Mark,

Justin and I have been discussing the way we should approach variation of the 
ETA in respect of counterparties with whom we have an existing master 
agreement, but for whom we want to have transactions governed by the 
applicable GTC for the product in question.

The initial plan was to issue a letter to the counterparty asking it to sign 
and return a letter agreement which would vary the provision of ETA which 
states that a master agreement will govern all transactions.  We have now 
reformulated our position and drafted a letter (attached below) which will 
simply be sent to the relevant counterparty, but which will not require it to 
sign and return any documents.

We believe that this letter will provide for an effective variation of the 
ETA by stating that the counterparty's acceptance of the GTC on the EOL 
system will mean that that GTC will govern transactions, and not the master 
agreement.  We do not think that we need to make an explicit reference to the 
ETA.  Obviously for this to work, such counterparty will have to be presented 
with the 'Accept GTC' button at the usual juncture in the system. 

In addition, we thought it best to remove an explantory paragraph stating 
that we will be writing to the counterparty at a future date to revise the 
credit provisions of the master (the whole reason for having the counterparty 
accept the GTC over the master!!).

Obviously we welcome your thoughts on this issue and the attached draft.  I 
also presume you will need to take a view as to whether varying the ETA in 
this way will be effective under New York law. 

Best regards,

Edmund.
jeffrey.hodge@enron.com, mark.taylor@enron.com