MTH&M DRAFT
8/22/00[[EXECUTION COPY]]

FISCAL AGENCY AGREEMENT

		This FISCAL AGENCY AGREEMENT (this "Agreement") is made as of [February 23] August 25, 2000 by and among:

(A)	CITIBANK, N.A., a national banking association ("Citibank");

(B)	ENRON NORTH AMERICA CORP., a Delaware corporation ("ENA");

(C)	ENRON CORP., an Oregon corporation ("Enron"); 

(D)	UNITED STATES TRUST COMPANY OF NEW YORK, as fiscal agent (in such capacity, the "Fiscal Agent"); and

(E)	[DEUTSCHE BANK A.G. acting through its London Branch, as account bank] UNITED STATES TRUST COMPANY OF NEW YORK, as securities intermediary (in such capacity, the ["Account Bank")]"Securities Intermediary").

PRELIMINARY STATEMENTS

		Terms used in these Preliminary Statements and not otherwise defined have the meanings assigned to  them in Section 1.01 below.

	(A)  ENA and Citibank are parties to the Enron/Citibank Swap referred to below.  Pursuant to the Enron Guaranty, Enron has guarantied to Citibank and the other holders from time to time of ENA Claims that the ENA Claims will be paid as and when due.  Under the Enron/Citibank Swap and the Enron Guaranty, ENA and Enron have agreed that all payments to be made by them under the Enron Documents are to be made by wire transfer to the Enron/Citibank Account established pursuant to this Agreement.

	(B)  ENA and Enron wish to appoint United States Trust Company of New York to be the fiscal agent with respect to the obligations of ENA under the Enron/Citibank Swap and the obligations of Enron under the Enron Guaranty, and the parties hereto wish to set forth the procedures by which Claims may be Transferred from time to time.

	(C)  Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS

		SECTION 1.01.  Definitions.  The following terms shall have the following meanings:

"Applicable Law" means, in each case as currently in effect or as amended, any constitution, statute, law, rule, regulation, ordinance, order, directive, code, interpretation, judgment, decree, injunction, writ, determination, award, permit or other requirement or decision of or agreement with or by any government or governmental authority or official or officer thereof.

		"Bank" means United States Trust Company of New York, in its individual capacity.

"Business Day" means any day, other than a Saturday, Sunday or a day on which banking institutions in New York, New York [or London, England] are authorized or obligated by law, executive order or government decree to be closed.

"Calculation Agent" means Citibank.

"Claim Holder" means a Person in whose name Claims are registered in the Claims Register.

		"Claims" means, as to any Person, collectively, the ENA Claims held by such Person and the Enron Guaranty Claims held by such Person.

		"Claims Register" and "Claims Registrar" have the meanings respectively assigned to such terms in Section 5.01.

"Corporate Trust Office" means the principal office of the Fiscal Agent at which at any particular time its corporate trust business shall be administered, which office, at the date of the execution of this Agreement, is located at United States Trust Company of New York, 114 West 47th Street, 25th Floor, New York, New York 10036, Attention:  Corporate Trust – Structured Products, or any other office specified in writing by the Fiscal Agent.

		"ENA Claims" has the meaning assigned to such term in the Enron Guaranty.

		"Enron/Citibank Account" has the meaning assigned to such term in Section 3.01(a).  Account information for the Enron/Citibank Account is set forth on Annex 1 hereto.

		"Enron/Citibank Swap" means the [Confirmation dated as of February 23, 2000, between ENA and Citibank under the] ISDA Master Agreement (and the Schedule thereto) dated as of [November 17, 1992.] November 17, 1992 between ENA and Citibank and the Confirmation (Reference No. [____________]) dated as of August 25, 2000 thereunder.

		"Enron Documents" means, collectively, the Enron/Citibank Swap and the Enron Guaranty.

		"Enron Guaranty" means the Guaranty Agreement dated [February 23] August 25, 2000 by Enron in favor of Citibank and the other holders from time to time of ENA Claims.

		"Enron Guaranty Claims" means, as to any Person, all amounts owing by Enron to such Person under the Enron Guaranty with respect to the ENA Claims held by such Person.  

		"Enron Parties" means Enron and ENA (and their respective successors and permitted assigns).

		"Fiscal Agency Documents" means, collectively, this Agreement and the Enron Documents.

		"Majority Holders" means, at any time, Claim Holders having, collectively, Pro Rata Percentages in excess of 50%.

["Payment Order" means a written notification delivered by the Fiscal Agent to the Account Bank directing the transfer or other disposition of Property credited to or to be credited to the Enron/Citibank Account and all other orders related to the duties and obligations of the Account Bank hereunder and under the other Fiscal Agency Documents. ]

"Person" means an individual, corporation (including a business trust), partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary thereof) or unincorporated association or any government or agency or political subdivision thereof.

["Property" means, except where used in Section 7.07, any funds, securities, investments and all other property that is, or is to be, transferred to or held in the Enron/Citibank Account for the benefit of the Fiscal Agent or any Claim Holder. ]

		"Pro Rata Percentage" means, as to any Claim Holder, an amount (expressed as a percentage) equal to (a) the amount of the Claims held by such Claim Holder divided by (b) the aggregate amount of all Claims held by all Claim Holders.

"Responsible Officer" of any Claim Holder means any managing director, attorney-in-fact, principal, vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of such Claim Holder customarily performing functions similar to those performed by any of the above designated officers and having direct responsibility for the administration of the Claims held by it.

		"Significant Claim Holder" means any Claim Holder having a Pro Rata Percentage in excess of 10%.

"Tax" means any (i) present or future tax, levy, impost, duty, deduction, charge or withholding imposed on income, and franchise taxes imposed, by the jurisdiction under the laws of which (or by a jurisdiction under the laws of a political subdivision of which) an Enron Party is organized or any political subdivision thereof and (ii) taxes imposed by the United States [or the United Kingdom] by means of withholding at the source if and to the extent that such taxes shall be in effect and shall be applicable, on the date hereof, to payments to be made to or by an Enron Party.

"Temporary Investment" means [(i) debt securities] direct obligations of, and obligations the timely payment of principal and interest on which is fully and expressly guaranteed by, the United States or any agency or instrumentality of the United [Kingdom known as Gilts; and (ii) commercial paper or other short-term] States the obligations [having at the time of such investment a credit rating of not less than "P-1" by Moody's Investors Service, Inc. ("Moody's") and "A-1+" by Standard & Poor's ("S&P") of issuers whose long-term unsecured debt rating is "Aa3" or better by Moody's and "AA-" or better by S&P; and] of which are expressly backed by the full faith and credit of the United States, in each case[, are denominated and payable in pounds sterling and have] having a stated maturity (giving effect to any applicable grace period) no later than the Business Day following the date of investment.

"Termination Claims" means the "Termination Claims" under and as defined in the Enron/Citibank Swap together with any related Enron Guaranty Claims.

"Transfer" means a transfer, assignment or other disposition of record ownership of a Claim, and "Transferred" has a correlative meaning.

		"Transferor" and "Transferee" have the meanings respectively assigned to such terms in Section 5.03(c).

		"UCC" means the Uniform Commercial Code as in effect in the State of New York from time to time.

ARTICLE II
THE FISCAL AGENT [AND THE ACCOUNT BANK]

		SECTION 2.01.  Appointment and Duties of the Fiscal Agent.  

		(a)  Appointment of Fiscal Agent.  Each Enron Party and each Claim Holder hereby irrevocably designates and appoints United States Trust Company of New York to act as the Fiscal Agent hereunder and under the other Fiscal Agency Documents and authorizes the Fiscal Agent to exercise such powers and perform such duties as are expressly required to be exercised or performed by the Fiscal Agent hereunder and thereunder, together with such other powers as are reasonably incidental thereto.  By its signature below, United States Trust Company of New York agrees to act as Fiscal Agent on and subject to the terms and conditions set forth herein.

		(b)  Duties of the Fiscal Agent.  The Fiscal Agent's duties hereunder are (1) to establish and maintain the Enron/Citibank Account [with the Account Bank] in accordance with Article III below; (2) to effect payments [to and from the Enron/Citibank Account] from time to time in accordance with Article IV below; (3) to establish and maintain the Claims Register in accordance with Article V below; (4) to give the notices referred to in Section 6.02 below; and (5) to take the other actions, and exercise such other powers, as are required to be taken by it as Fiscal Agent hereunder and under the other Fiscal Agency Documents.

		(c)  Limitation on Duties.  The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement.  The Fiscal Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or the other Fiscal Agency Documents or be a trustee for or have any fiduciary obligation to any party hereto.

		(d)  Location of the Fiscal Agent.  All duties and actions of the Fiscal Agent arising hereunder or related hereto, including, without limitation, executing this Agreement and any related agreements and directing payments hereunder, shall be performed at all times out of the Fiscal Agent's Corporate Trust Office in New York [office], New York, or, if not New York, within the United States of America[, and in no event shall any such duties or actions be performed in the United Kingdom]. 

		(e)  Payments to Enron/Citibank Account.  Each Enron Party hereby acknowledges and agrees that all payments required to be made by it under the Enron Documents to which it is a party are to be made by making a wire transfer to the Enron/Citibank Account.

		SECTION 2.02.  Rights of Fiscal Agent.

		(a)  Agents, Etc.  The Fiscal Agent may execute any of its duties under this Agreement and the other Fiscal Agency Documents by or through agents, custodians, nominees or attorneys-in-fact, provided that the Fiscal Agent shall not be liable for any willful misconduct or gross negligence on the part of any such agents or attorneys-in-fact appointed by the Fiscal Agent with due care.

		(b)  Exculpation.  Neither the Fiscal Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it under or in connection with this Agreement or any other Fiscal Agency Document (except for its own gross negligence or its own willful misconduct, as conclusively determined by a court of competent jurisdiction); (ii) responsible in any manner to any Enron Party or any Claim Holder for (x) any recitals, statements, representations or warranties made by any other party (other than those of the Fiscal Agent) or any representative thereof contained herein or therein or in any certificate, report, statement or other document referred to or provided for in, or received by the Fiscal Agent under or in connection herewith or therewith, (y) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Claims or any Enron Document or (z) any failure of any Enron Party or any other party (other than that of the Fiscal Agent) to perform its obligations hereunder or thereunder; (iii) responsible or liable in any manner whatever for soliciting any funds or for the sufficiency, correctness, genuineness or validity of any funds, securities or other amounts deposited with or held by it; or (iv) liable for the selection of investments of funds credited to the Enron/Citibank Account or for investment losses incurred thereon.  The Fiscal Agent shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Fiscal Agent to receive timely written investment direction. 

		(c)  Reliance Upon Notices, Etc.  The Fiscal Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, statement, order or other document reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person or entity.  In connection with any instruction by a Claim Holder, the Fiscal Agent shall be fully protected in relying on a certificate of such Claim Holder reasonably believed by the Fiscal Agent to be signed by a Responsible Officer of such [Person] Claim Holder (so long as such certificate sets forth the Claims held by such Claim Holder as of the date of such certificate, states that the individual signing such certificate is a Responsible Officer of such Person and states specifically the provision of this Agreement pursuant to which the Fiscal Agent is being directed to act).  The Fiscal Agent shall be entitled to conclusively rely, and shall be fully protected in relying, in good faith on such certificate.  The Fiscal Agent shall be fully justified in failing or refusing to take any action under this Agreement (i) if such action would, in the reasonable opinion of the Fiscal Agent, be contrary to law or the terms of this Agreement or any other Fiscal Agency Document, (ii) if such action is not specifically provided for in this Agreement or any other Fiscal Agency Document (or if the Fiscal Agent shall not have received any such advice or concurrence of the Majority Holders as it deems appropriate) or (iii) except for duties expressly provided for in Section 2.01(c), if the Fiscal Agent shall not first be indemnified to its reasonable satisfaction by one or more Claim Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.  

		(d)  Requests of the Majority Holders.  Except as otherwise expressly provided in this Agreement, the Fiscal Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Majority Holders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Claim Holders.

		(e)  Ambiguous Duties.  If, with respect to a proposed action to be taken by it, the Fiscal Agent shall reasonably conclude in good faith that the provisions of this Agreement or any other Fiscal Agency Document relating to the functions or responsibilities or discretionary powers of the Fiscal Agent are or may be ambiguous or inconsistent, the Fiscal Agent shall notify the Enron Parties and the Claim Holders, identifying the proposed action and the provisions that it considers are ambiguous or inconsistent, and may decline either to perform such function or responsibility or to exercise such discretionary power unless it has received the written confirmation of the Majority Holders that the Majority Holders concur that the action proposed to be taken by the Fiscal Agent is consistent with the terms of this Agreement or is otherwise appropriate in the circumstances.  The Fiscal Agent shall be fully protected in acting or refraining from acting upon the confirmation of the Majority Holders in this respect, and such confirmation shall be binding upon the Fiscal Agent, the Enron Parties and the other Claim Holders.

		(f)  No Requirement to Expend Funds.  No provision of this Agreement or any other Fiscal Agency Document shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or an indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it.  

		(g)  Consultations with Others.  The Fiscal Agent may consult with counsel, accountants or other experts and the advice of such counsel, accountants or other experts shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in reliance thereon.

		SECTION 2.03.  Indemnification and Fees of the Fiscal Agent

		(a)  Indemnity.  Enron hereby agrees to assume liability for, and indemnify, protect, save and keep harmless the Fiscal Agent and its legal representatives, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses or disbursements (including, without limitation, reasonable legal fees and expenses) of any kind and nature whatsoever (other than loss of profits and Taxes) ("Losses") which may be imposed on, incurred by or asserted against the Fiscal Agent in any way relating to or arising out of this Agreement, the other Fiscal Agency Documents or any of the transactions contemplated hereby or thereby except to the extent any Losses are imposed, incurred or asserted as a result of the bad faith, gross negligence or willful misconduct by any Person entitled to seek indemnification (as conclusively determined by a court of competent jurisdiction); provided that Enron shall not be liable for consequential, punitive, exemplary or treble damages.  Notwithstanding the foregoing proviso, the obligation of Enron to assume liability for an indemnity as provided herein will include consequential, punitive, exemplary or treble damages to the extent imposed on or paid by a Person to be indemnified under this Section 2.03(a).

		(b)  Out-of-Pocket Expenses.  Enron shall pay to the Fiscal Agent the amount of any and all reasonable out-of-pocket expenses, including the reasonable fees and expenses of one special counsel (and any local counsel) and of any experts and agents, which the Fiscal Agent may incur in connection with its duties as Fiscal Agent. 

		(c)  Annual Fees.  Enron agrees to pay to the Fiscal Agent an annual fiscal agency fee in advance, on the date hereof and on each anniversary of the date hereof, unless any such anniversary shall be on or after the date on which this Agreement terminates.  Any fee paid for a period of less than one year shall be pro-rated for such period.

		(d)  Survival.  The provisions of Sections 2.03(a) and (b) shall survive termination of this Agreement and the resignation or removal of the Fiscal Agent.

		SECTION 2.04.  Resignation or Removal of the Fiscal Agent.  

		(a)  Resignation and Removal.  The Fiscal Agent may resign upon not less than 90 days' prior written notice to the Claim Holders and the Enron Parties and may be removed at any time with or without cause by the Majority Holders, with any such resignation or removal to become effective only upon the appointment of, and the acceptance by, a successor Fiscal Agent pursuant to this Section 2.04.  If the Fiscal Agent shall resign or be removed, then the Majority Holders shall (and if no such successor shall have been appointed within 60 days of the Fiscal Agent's resignation or removal, the Fiscal Agent may, or may petition a court of competent jurisdiction to) appoint a successor Fiscal Agent, which successor shall (i) be a corporation or association organized under the laws of the United States or any State thereof having a corporate trust department and a combined capital and surplus of at least U.S.$150,000,000 and (ii) be acceptable to the Majority Holders (such acceptance not to be unreasonably withheld or delayed), whereupon:

(1)  such successor agent shall succeed to the rights, powers and duties of the "Fiscal Agent" (and the term "Fiscal Agent" shall mean such successor agent effective upon its appointment), and 

(2)  the former Fiscal Agent's rights, powers and duties as Fiscal Agent shall be terminated, 

in each case without any other or further act or deed on the part of such former Fiscal Agent (except that the Fiscal Agent resigning or being removed shall deliver all funds then in its possession (or then credited to the Enron/Citibank Account) to the successor Fiscal Agent) or any of the Claim Holders or Enron Parties.  After any retiring Fiscal Agent's resignation or removal hereunder, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Fiscal Agent.

		(b)  Successor Fiscal Agent.  Any corporation or other entity into which the Fiscal Agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Fiscal Agent shall be a party, or any corporation or other entity succeeding to the business of the Fiscal Agent shall be the successor of the Fiscal Agent hereunder (provided that such corporation or other entity satisfies the eligibility requirements specified in Section 2.04(a) above), without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

		[SECTION 2.05. The Account Bank. 

(a) Appointment of Account Bank. Each Enron Party and each Claim Holder hereby irrevocably designates and appoints Deutsche Bank A.G. London Branch, to act as the Account Bank hereunder and under the other Fiscal Agency Documents and to perform such duties and powers as are (i) expressly required to be exercised or performed by the Account Bank hereunder and thereunder, (ii) directed by way of a Payment Order or (iii) reasonably incidental to the foregoing. 

(b) Rights of the Account Bank. The Account Bank](c) Securities Intermediary.  The Securities Intermediary shall be entitled to the same rights, indemnities, privileges and immunities as the Fiscal Agent in connection with its duties and obligations hereunder[,] (including, without limitation, the right to expenses and fees and the payment thereof as set forth in [Section] Sections 2.03(b), (c) and (d)); provided that[. 

(c) Resignation or Removal of the Account Bank. The Account Bank may resign or be removed in accordance with the requirements of the resignation or removal of] the Fiscal Agent [as set forth in Section 2.04 above, mutatis mutandis, except that any successor Account Bank must (i) be able to open and maintain the Enron/Citibank Account, (ii) be located in the United Kingdom, (iii) have a combined capital and surplus of at least U.S.$150,000,000 (or its equivalent in other currencies) and (iv) be reasonably acceptable to the Majority Holders.] and the Securities Intermediary shall at all times be the same Person (or affiliates of each other).

ARTICLE III
THE ENRON/CITIBANK ACCOUNT

		SECTION 3.01.  Establishment and Maintenance of Account.  

		(a)  Creation of Account.  The Fiscal Agent has, on or prior to the date hereof, caused to be established with the [Account Bank] Securities Intermediary in the name of the Fiscal Agent a special, segregated securities account entitled the "Enron/Citibank Account" (the "Enron/Citibank Account").  Account details (including account number and ABA number) are identified on Annex 1 hereto.  Such account shall be a Securities[(b)] Account [Bank] and shall be maintained as a Securities Account at all times until the termination of this Agreement.

		(b)  Certain Definitions.  As used herein, the terms "Entitlement Holder", "Entitlement Order", "Financial Asset", "Indorsed" and "Security Entitlement" have the meaning assigned to such terms in Section 8–102 of the UCC, and the term "Securities Account" has the meaning assigned to such term in Section 8–501 of the UCC.

		(c)  Securities Intermediary Acknowledgments.  The [Account Bank] Securities Intermediary acknowledges, confirms and agrees that (i) the [Account Bank] Securities Intermediary has established the Enron/Citibank Account as set forth in paragraph (a) above, (ii) the Enron/Citibank Account is and shall at all times be maintained by the Securities Intermediary as a Securities Account, (iii) the Fiscal Agent is the Entitlement Holder of the Enron/Citibank Account, (iv) all amounts and other [Property] property delivered to the [Account Bank] Securities Intermediary pursuant to this Agreement or any of the other Fiscal Agency Documents shall be promptly credited to the Enron/Citibank Account, [(iii) all Property](v) all Financial Assets in registered form or payable to, or to the order of, a Person, and credited to the Enron/Citibank Account shall be registered in the name of, payable to, or to the order of, or specially [indorsed] Indorsed to, the [Account Bank] Securities Intermediary or in blank, [(iv) the] or credited to another Securities Account [Bank] maintained in the name of the Securities Intermediary, (vi) the Securities Intermediary shall promptly comply with all [written] instructions and [Payment] Entitlement Orders of the Fiscal Agent and shall not comply with instructions of any other Person, and [(v) the Account Bank](vii) the Securities Intermediary shall not change the name or account number of the Enron/Citibank Account without the prior written consent of the Fiscal Agent and the Majority Holders (and upon any such change the Fiscal Agent shall notify the Enron Parties and the Claim Holders thereof promptly).
 
[(c) Payment Orders; Control. Each ](d)  Financial Assets Election.  Each Enron Party, each Claim Holder, [irrevocably agrees that the Account Bank may, and the Account Bank agrees that it shall, comply with Payment Orders originated by the Fiscal Agent relating to the Enron/Citibank Account without further consent by the Claim Holders or any other Person. 

Each of] the Fiscal Agent and the Securities Intermediary agrees that each item of property (whether cash, a security, an instrument or obligation, share, participation, interest or any other property whatsoever) credited to the Enron/Citibank Account [Bank] shall be treated by the Securities Intermediary as a Financial Asset under Article 8 of the UCC.

(e)  Entitlement Orders; Control.  Each Claim Holder irrevocably agrees that the Securities Intermediary may, and the Securities Intermediary agrees that it shall, comply with Entitlement Orders originated by the Fiscal Agent and relating to the Enron/Citibank Account without further consent by the Claim Holders or any other Person.

		Each of the Fiscal Agent and the Securities Intermediary hereby represents that it has not, and hereby agrees that it shall not, enter into any agreement or take any action which gives any Person other than the Fiscal Agent [control]"control" (as defined in Section 8-106 of the UCC) over the Enron/Citibank Account or any [Property credited thereto or deposited] Security Entitlement carried therein.	

When, pursuant to this Agreement, the Majority Holders (or any other Claim Holders) have the right to provide instructions with respect to the Enron/Citibank Account or [Property] Financial Assets carried therein, the Majority Holders (or such other Claim Holders) shall effectuate such rights by providing such instructions to the Fiscal Agent.  Upon receipt of such instructions, the Fiscal Agent shall provide appropriate [written] instructions or [Payment] Entitlement Orders to the [Account Bank] Securities Intermediary.  In no event shall the Majority Holders (or any other Claim Holders) provide instructions or [Payment] Entitlement Orders directly to the [Account Bank,] Securities Intermediary, and the [Account Bank] Securities Intermediary shall not act upon any instructions or [Payment] Entitlement Orders received directly from any Claim Holder.  The [Account Bank] Securities Intermediary shall have no liability for acting upon the instructions and [Payment] Entitlement Orders of the Fiscal Agent.  The [Account Bank] Securities Intermediary shall have no duty to ascertain whether any instruction or [Payment] Entitlement Order of the Fiscal Agent complies with any instruction of the Majority Holders or any other Claim Holder or whether any Claim Holder has given or has authority to instruct the Fiscal Agent with respect thereto.

		Neither the [Account Bank] Securities Intermediary nor the Fiscal Agent shall accept any instructions or other [Payment] Entitlement Orders from any Enron Party.

(f)  Securities Intermediary's Jurisdiction.  The Enron/Citibank Account shall be governed by the laws of the State of New York (and in such connection the Securities Intermediary hereby acknowledges and agrees that the "securities intermediary's jurisdiction" for purposes of the UCC shall be the State of New York).

		(g)[(d)]  Liens, Etc. on Enron/Citibank Account.  

		(i)  If any Person asserts any lien or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Enron/Citibank Account or in any [Property] Financial Asset credited thereto, the [Account Bank] Securities Intermediary shall promptly notify the Fiscal Agent (and the Fiscal Agent shall thereupon notify the Claim Holders promptly) in writing.

(ii)  [Each of the] The Fiscal Agent [and the Account Bank] hereby waives (1) any lien it may now have, or may subsequently acquire, in or on the Enron/Citibank Account (other than any lien held by the Fiscal Agent on behalf of the Claim Holders hereunder), (2) any right to apply amounts credited to the Enron/Citibank Account against claims other than Claims of the Claim Holders and (3) any right to set off claims against amounts credited to the Enron/Citibank Account.  The [Property] Financial Assets standing to the credit of the Enron/Citibank Account shall not be subject to deduction, set-off, banker's lien or any other right in favor of any Person other than the Fiscal Agent on behalf of the Claim Holders (except the face amount of any checks which have been credited to the Enron/Citibank Account but are subsequently returned unpaid because of uncollected or insufficient funds).

		(iii)  If the [Account Bank] Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a lien on the Enron/Citibank Account or any [Property] Security Entitlement credited thereto in favor of itself, the [Account Bank] Securities Intermediary hereby agrees that such lien shall be subordinate to the Claims held by the Claim Holders.

(iv)  Each Enron Party hereby disclaims any rights to the Enron/Citibank Account or any [Property] Financial Asset credited thereto (or any proceeds thereof).

		[(e)](h)  No Other Agreements.  The parties hereto hereby acknowledge and agree that there are no other agreements entered into between or among the [Account Bank] Securities Intermediary, the Fiscal Agent and the Claim Holders with respect to the Enron/Citibank Account.

		[(f)](i)  Representations, Etc.  The [Account Bank] Securities Intermediary hereby makes the following representations, warranties and covenants:

(1)  This Agreement is the valid and legally binding obligation of the [Account Bank] Securities Intermediary (except that certain of such obligations may be enforceable solely against the Enron/Citibank Account and except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or other similar laws applicable to banking corporations affecting the enforcement of creditors' rights generally, and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law)[.]).

(2)  The [Account Bank] Securities Intermediary has not entered into, and until the termination of this Agreement shall not enter into, any agreement with any other Person relating to the Enron/Citibank Account or any [Property] Financial Assets credited thereto pursuant to which it has agreed to comply with [Payment] Entitlement Orders [or similar instructions] of such Person.  The [Account Bank] Securities Intermediary has not entered into any other agreement with any Claim Holder, the Fiscal Agent or any other Person purporting to limit or condition the obligation of the [Account Bank] Securities Intermediary to comply with [Payment] Entitlement Orders originated by the Fiscal Agent as set forth in this Article III.      

(3)   Except for the claims and interest of the Fiscal Agent and the Claim Holders in the Enron/Citibank Account, the [Account Bank] Securities Intermediary does not have actual knowledge of any claim to, or interest in, the Enron/Citibank Account or in any [Property] Financial Asset credited thereto.

		[(g)](j)  Conflicts.  In the event of any conflict between this Section 3.01 (or any portion thereof), any other provision of this Agreement or any other Fiscal Agency Document now existing or hereafter entered into, the terms of this Section 3.01 shall prevail.  

		[(h)](k)  Fiscal Agent's Receipt of Funds.  If the Fiscal Agent shall receive any funds or [Property] property from any Enron Party that are to be credited to the Enron/Citibank Account pursuant to the terms of this Agreement or any other Fiscal Agency Document, the Fiscal Agent shall segregate and hold all such funds and [Property] property received by it for the benefit of the Claim Holders (to the extent of their respective interests hereunder) and shall deposit such funds and property in the Enron/Citibank Account for application as provided in this Agreement.

		SECTION 3.02.  Investment of Amounts in Account.  Amounts standing to the credit of the Enron/Citibank Account on any date that are not required to be applied under Section 4.01 (or that are standing to the credit of the Enron/Citibank Account on any date following application of amounts under Section 4.01 on such date) shall be invested to the extent practicable in such Temporary Investments as the Majority Holders may, by written instructions to the Fiscal Agent (which may be in the form of standing instructions) direct.  Such Temporary Investments shall mature on the first Business Day following the date on which such investment is made and with no grace period extending beyond such Business Day.  If the Fiscal Agent does not receive such written instructions, the Fiscal Agent shall invest and reinvest such amounts to the extent practicable in Temporary Investments [described in clause (i) of the definition thereof in Section 1.01] selected by the Fiscal Agent.  Any income or other gain realized from any such investments shall be held by the [Account Bank] Securities Intermediary in the Enron/Citibank Account subject to disbursement and withdrawal as provided herein.  All interest and other income from such investments shall be credited to the Enron/Citibank Account.  The [Account Bank] Securities Intermediary shall not in any way be held liable by reason of any insufficiency of the Enron/Citibank Account resulting from any loss relating to any such investment or the inability to invest amounts received after 10:00 a.m. [(London](New York time), except with respect to investments in obligations of the Bank or any affiliate thereof.

ARTICLE IV
APPLICATION OF FUNDS

		SECTION 4.01.  Application of Funds on Deposit in Enron/Citibank Account.  By no later than 10:00 a.m. [London] New York time two Business Days prior to the date on which funds are expected to be received in the Enron/Citibank Account, the Fiscal Agent shall notify the [Account Bank] Securities Intermediary of such expected receipt and the amount thereof (but only to the extent that the Fiscal Agent has received written notification thereof from the Calculation Agent, as set forth in the Enron/Citibank Swap).  By no later than 3:00 p.m. [London] New York time on each Business Day on which funds are received in the Enron/Citibank Account (or, if such funds are received after 3:00 p.m. on any given Business [day] Day, then by 3:00 p.m. on the next succeeding Business Day), the Fiscal Agent shall direct in writing the [Account Bank to ]Securities Intermediary to (and upon receipt of such direction the Securities Intermediary shall) withdraw all amounts then credited to the Enron/Citibank Account and [apply] pay such amounts to the Claim Holders pro rata in accordance with their respective Pro Rata Percentages (or as the Claim Holders may otherwise agree amongst themselves).  All payments made to Claim Holders on any date will be made to the Claim Holders then listed in the Claims Register.  No withdrawals from the Enron/Citibank Account shall be permitted unless made in accordance with the terms of this Agreement.

		SECTION 4.02.  Manner of Payment.  Each Claim Holder shall be entitled to receive payments effected hereunder by wire transfer to the account specified in writing by such Claim Holder to the Fiscal Agent.  In each case, the account must be specified in writing no later than the date that is one Business Day prior to the date on which such wire transfer will be made.  Unless such instruction is revoked, any such instruction made by such Claim Holder shall remain in effect with respect to any future payments payable to such Claim Holder.  If any Claim Holder does not provide the Fiscal Agent with wire transfer instructions, the Fiscal Agent is authorized to make payments hereunder to such Claim Holder by check mailed at the risk of such Claim Holder by the Fiscal Agent to the address of such Claim Holder as such address shall appear in the Claims Register.

		SECTION 4.03.  Taxes.  

		(a)  Deduction of Taxes.   If [either of] the Fiscal Agent [or the Account Bank] is required by law to deduct any Taxes from or in respect of any amount to be distributed by the Fiscal Agent or the [Account Bank] Securities Intermediary hereunder to any Claim Holder, the Fiscal Agent [or the Account Bank, as applicable,] shall make such deduction and shall pay such Taxes directly to the relevant taxing authority in accordance with Applicable Law.  [If the Account Bank is required to deduct any such taxes then the Account Bank shall notify the Fiscal Agent of such withholding and shall deliver to the Fiscal Agent all receipts evidencing such withholding within 10] Within 30 days after the payment of any [such taxes. Within 30 days after the payment of any] Taxes by the Fiscal Agent [or the notification by the Account Bank of any such payment made thereby], the Fiscal Agent shall promptly deliver to the relevant Claim Holder the original or a certified copy of any receipts evidencing [the] payment of any Taxes so paid. 

		(b)  Tax Forms.  The Fiscal Agent shall collect such duly completed forms or other certifications from each Claim Holder as shall permit such Claim Holder to receive payments hereunder without any withholding or deduction on account of Taxes.  In addition, the Fiscal Agent shall, to the extent it is legally able to do so, take such actions as are reasonably necessary to permit payments hereunder to be made without any withholding or deduction on account of Taxes.

ARTICLE V
THE CLAIMS REGISTER, ETC.

		SECTION 5.01.  The Claims Register, Etc.  The Enron Parties and the Claim Holders hereby appoint the Bank as the initial claims registrar (in such capacity, the "Claims Registrar") for the purpose of registering the Claims, the registration of Transfers of Claims and the registration of liens on Claims granted by Claim Holders as hereinafter provided.  The Claims Registrar shall cause to be kept at the Corporate Trust Office one or more books (the "Claims Register") for the registration of the Claims, the registration of Transfer of the Claims and the registration of liens on Claims.  The Claims Register shall be in written form or any other form capable of being converted into written form within a reasonable time.  At all reasonable times, the Claims Register shall be open to inspection by the Fiscal Agent, the Enron Parties and the Claim Holders.

		The Fiscal Agent, each Claim Holder and each Enron Party shall deem and treat the Person in whose name any Claim is registered in the Claims Register as the absolute owner of such Claim for the purpose of receiving payments thereon and for all other purposes, and none of the Fiscal Agent, any Claim Holder or any Enron Party shall be affected by any notice to the contrary.

		The Fiscal Agent hereby confirms that, as of the date hereof, [(1) Citibank](1) Citibank is registered in the Claims Register as the sole Claim Holder and has a Pro Rata Percentage equal to 100% and [(2) there](2) there are no liens on any Claims held by Citibank.

		SECTION 5.02.  Agreements by Claim Holders.  Citibank agrees (and each other Claim Holder will be deemed to agree, by its acquisition and acceptance of Claims) that it will not Transfer any Claims held by it unless the Transferee acknowledges and agrees that payments by the Enron Parties in respect of such Claims are to be made in accordance with the terms and conditions set forth in this Agreement and that it will otherwise be bound by the terms and conditions hereof.

		SECTION 5.03.  Transfers of Claims.  

		(a)  Sole Manner of Effecting Transfers.  Each Enron Party, each Claim Holder and the Fiscal Agent agree that Claims shall be Transferred only in accordance with the terms of this Section 5.03.

		(b)  Enron Party Acknowledgments.  Each Enron Party hereby acknowledges and agrees that Termination Claims may be Transferred (and liens on Termination Claims may be granted) from time to time in whole or in part without notice to or consent of any Enron Party, may be Transferred to one or more Transferees and in one or more separate transactions, and may be Transferred successively, provided that (1) irrespective of any such Transfer each Enron Party shall continue to make all payments owing by it to the Enron/Citibank Account and (2) notice is provided to the Claims Registrar.  [The] No Enron Party has [not] consented hereunder to [the] any Transfer of [any] Claims other than Termination Claims [hereunder].

		(c)  Registration of Transfer of and Liens on Claims.  

(1)  Upon receipt by the Claims Registrar of a written notice from a Claim Holder (the "Transferor") (specifying in such notice the name of the Person to whom such Transferor has Transferred Claims (the "Transferee"), the Claims, including the amount thereof, so Transferred, the address for notices to such Transferee, wire transfer or other payment instructions for such Transferee, and such other information as the Claims Registrar may reasonably request with respect to such Transfer, and attaching a written instrument or instruction of Transfer (or other evidence of such Transfer) in form satisfactory to the Claims Registrar duly executed by such Claim Holder or by its attorney, duly authorized in writing), the Claims Registrar shall register the Transfer of such Claims from such Transferor to such Transferee, provided[, however,] that such Transfer shall only be registered to the extent that such Claim may be Transferred without consent of an Enron Party or that such consent has been given and satisfactory evidence thereof has been received by the Claims Registrar.  Upon request of the Claims Registrar, a Transferor shall also present to the Claims Registrar any additional certifications, documents and information reasonably requested by the Fiscal Agent in connection with such Transfer.

(2)  Upon receipt by the Claims Registrar of a written notice from a Claim Holder (the "Pledgor") (specifying in such notice the name of the Person to whom such Pledgor has granted a lien on Claims (the "Pledgee"), the Claims subject to such lien, the address for notices to such Pledgee and such other information as the Claims Registrar may reasonably request with respect to such lien), the Claims Registrar shall indicate in the Claims Register that such Claims held by such Pledgor are subject to a lien in favor of such Pledgee.  Upon request of the Claims Registrar, a Pledgor shall also present to the Claims Registrar any additional certifications, documents and information reasonably requested by the Fiscal Agent in connection with such lien.

		(d)  Additional Provisions for Transfer of Non-Termination Claims.  Subject to paragraphs (1) and (2) of Section [10(g)] 9(g) of the Enron/Citibank Swap, each Claim Holder agrees that, so long as ENA is a "Non-defaulting Party" under and as defined in the Enron/Citibank Swap, such Claim Holder will Transfer its rights under the Enron/Citibank Swap (including ENA Claims that are not Termination Claims) only by surrender to ENA of the Confirmation relating to the Enron/Citibank Swap and the issuance by ENA of a new Confirmation to the Transferee.

		(e)  Notice to ENA and Enron.  Each Claim Holder agrees to give notice of each Transfer of Claims by such Claim Holder to ENA and Enron promptly following the occurrence of such Transfer, provided that failure to give any such notice shall not affect the validity of such Transfer.

		(f)  Persons to Whom Transfers May Be Made.  Each Claim Holder agrees that it will not Transfer record ownership of any Claims to any Person other than [Yosemite Securities Company Ltd., a Jersey, Channel Islands limited liability company] Enron Credit Linked Notes Trust, any of its affiliates, any qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933, as amended, [(the] the ("Securities Act")) or any non-U.S. Person (as defined in Regulation S under the Securities Act).

		SECTION 5.04.  Exercise of Rights as Claim Holders.  Notwithstanding anything in this Agreement to the contrary, each Claim Holder shall have the right to exercise its rights in respect of the Claims held by it (including, without limitation, to vote its Claims in any bankruptcy proceeding of any Enron Party) in its sole discretion, provided that all amounts payable to such Claim Holder by the Enron Parties in respect of its Claims shall be made to the Enron/Citibank Account for application pursuant to and in accordance with this Agreement.

ARTICLE VI
NOTICES

		SECTION 6.01.  Notices.  Except as otherwise expressly provided herein in any particular case, all notices, approvals, consents, requests and other communications hereunder shall be in writing and shall, if addressed as provided in the following sentence, be deemed to have been given, (i) when delivered by hand, (ii) one Business Day after being sent by a private nationally or internationally recognized overnight courier service, (iii) five days after being sent by first class mail or airmail, postage prepaid or (iv) when sent by telecopy, if immediately after transmission the sender's facsimile machine records in writing the correct answer back.  Actual receipt at the address of an addressee, regardless of whether in compliance with the foregoing, is effective notice hereunder.  Until otherwise so notified by the respective parties, all notices, approvals, consents, requests and other communications shall be addressed to the following addressees:

		If to the Fiscal Agent:

United States Trust Company of New York
114 West 47th Street, 25th Floor
New York, New York  10036
Attention:  Corporate Trust – Structured Products

Telecopier No.:  (212) 852-1625
Telephone No.:  (212) 852-3661

If to the [Account Bank] Securities Intermediary

[Deutsche Bank A.G., London Branch ]United States Trust Company of New York
[Winchester House] 114 West 47th Street, 25th Floor
[1 Great Winchester House
London EC2N 2DB] New York, New York  10036
Attention:  Corporate Trust – Structured Products [Group]

Telecopier No.:  [011-44-207-547-5919](212) 852-1625
Telephone No.:  [011-44-207-545-8000](212) 852-3661

		If to Citibank:

		Citibank, N.A.
		390 Greenwich Street
		New York,  New York  10013

		Attention:  [Adam J. Kulick][_____]

		Telecopier No.:  [(212) 723-8610][_____]
		Telephone No.:  [(212) 723-6449][_____]

with copies to such other Persons as Citibank may [
]from time to time specify to the Fiscal Agent.

		If to any other Claim Holder:

		The address for notices indicated in the Claims Register, with copies to such other 
Persons as such Claim Holder may from time to time specify to the Fiscal Agent

		If to ENA:

Enron North America Corp.
	1400 Smith Street
	Houston, Texas  77002
Attention:  Treasurer

Facsimile No.:	(713) 646-8517
Telephone No.: (713) 853-7710

		If to Enron:

Enron Corp.
	1400 Smith Street
	Houston, Texas  77002
Attention:  Treasurer

Facsimile No.:	(713) 646-8517
Telephone No.: (713) 853-7710

Each of the parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices, approvals, consents, requests or other communications shall be sent or persons to whose attention the same shall be directed.

		SECTION 6.02.  Notices to be Given by the Fiscal Agent.  The Fiscal Agent shall provide the following notices to each Claim Holder (and, as to any Claim Holder, such other Persons as such Claim Holder may specify to the Fiscal Agent in writing from time to time) and to the Enron Parties:

(a)  By no later than one Business Day after receipt by the Fiscal Agent of any notice received by the Fiscal Agent pursuant to Section [10(a)(3)] 9(a)(3) of the Enron/Citibank Swap, a copy of such notice; and, if the amount of funds so received in the Enron/Citibank Account in connection with the payments referred to in such notice is less than the amount required to be so paid by ENA on the day specified for payment in such notice, by no later than 5:00 p.m. [London] New York time on any such day, a statement setting forth the amount of such shortfall and stating that ENA has failed to pay such shortfall.

(b)  If ENA fails to pay any shortfall described in Section 6.02(a) within three Business Days after the day specified for payment in the notice thereof received by the Fiscal Agent pursuant to Section [10(a)(3)] 9(a)(3) of the Enron/Citibank Swap, a statement setting forth the amount required to be so paid by ENA and the amount of such shortfall and stating that ENA has failed to pay such shortfall by such date.

(c)  If the Enron Parties fail to pay any shortfall described in Section 6.02(a) within five Business Days after the day specified for payment in the notice thereof received by the Fiscal Agent pursuant to Section [10(a)(3)] 9(a)(3) of the Enron/Citibank Swap, a statement setting forth the amount required to be so paid by the Enron Parties and the amount of such shortfall and stating that Enron has failed to pay such shortfall by such date. 

(d)  As soon as possible (and in any event within one Business Day) following each other payment of funds by ENA or Enron to the Enron/Citibank Account, notice of each payment so made, setting forth in such notice the date on which funds were so received and the amount so received.

Section 6.03.  Notices to be Given by the [Account Bank] Securities Intermediary.  From time to time upon the request of the Fiscal Agent [the Account Bank], the Securities Intermediary will provide to the Fiscal Agent the then current account balance of the Enron/Citibank Account and any other information reasonably requested by the Fiscal Agent related to the Enron/Citibank Account.

ARTICLE VII
MISCELLANEOUS

		SECTION 7.01.  Term and Termination.  This Agreement shall remain in full force and effect for so long as any amounts or other obligations are owing by ENA or Enron under the Enron Documents, provided that subsequent to the occurrence of any "Cancellation Date", or any event which with notice or lapse of time or both would give rise to an "Early Termination Date[, under ]", under (and, in each case, as defined in) the Enron/Citibank Swap, any Significant Claim Holder may terminate this Agreement by giving not less than 30 days' prior notice to the Fiscal Agent (which shall promptly, and in any event within one Business Day, forward a copy of such notice to the other Claim Holders and the Enron Parties).  Upon any termination of this Agreement pursuant to the foregoing proviso, this Agreement shall terminate and all amounts then credited to the Enron/Citibank Account (if any) shall be applied pursuant to Article IV.  Following any such termination, the Enron Parties will remain obligated to pay all amounts owing by them to the Claim Holders in accordance with and pursuant to the Enron Documents.

		SECTION 7.02.  Survival.  All agreements and indemnities contained in this Agreement and in any agreement, document or certificate delivered pursuant hereto, or in connection herewith, shall survive and continue in effect following the execution and delivery of this Agreement.  Without limiting the foregoing, the terms of Sections 2.02, 2.03(a) and (b), [2.05(b),] 5.03(b), 7.07 and 7.10 shall survive any termination of this Agreement.

		SECTION 7.03.  Severability of Provisions.  If any provision hereof shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.  To the extent permitted by Applicable Law, the parties hereto hereby agree that any provision hereof that renders any other term or provision hereof invalid or unenforceable in any respect shall be modified, but only to the extent necessary to avoid rendering such other term or provision invalid or unenforceable, and such modification shall be accomplished in the manner that most nearly preserves the benefit of the parties' bargain hereunder.

		SECTION 7.04.  Effect of Headings.  The headings of the Articles, Sections, subsections, clauses and paragraphs hereof are for convenience of reference only, and shall not affect the construction or interpretation of this Agreement.

		SECTION 7.05.  Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original; but all such counterparts shall together constitute but one and the same instrument.

		SECTION 7.06.  Further Assurance.  The Enron Parties and the Claim Holders shall, from time to time upon the reasonable request of the Fiscal Agent or the Majority Holders, now or at any time in the future, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form reasonably satisfactory to the Fiscal Agent or the Majority Holders, as the case may be, as they may reasonably consider necessary for giving full effect to this Agreement.

		SECTION 7.07.  Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.  

		(a)  THE RIGHTS AND OBLIGATIONS OF EACH OF THE PARTIES UNDER THIS AGREEMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 		(b)  ANY PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER FISCAL AGENCY DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK IN THE COMMERCIAL DIVISION OF THE SUPREME COURT CIVIL BRANCH OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS.

		(c)  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS OR ANY OTHER FISCAL AGENCY DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN SECTION 7.07(b) HEREOF AND HEREBY FURTHER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

		(d)  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING DIRECTLY OR INDIRECTLY TO ANY OF THIS AGREEMENT OR ANY OTHER FISCAL AGENCY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

		SECTION 7.08.  Benefit of Agreement.  All agreements, representations, warranties and indemnities in this Agreement and in any agreement, document or certificate delivered pursuant hereto shall be binding upon the Person making the same and its successors and assigns and shall inure to the benefit of and be enforceable by the Person for whom made and its successors and assigns.  The Fiscal Agent may not assign or transfer any of its rights or obligations hereunder without the prior written consent of each Claim Holder.  This Agreement is for the sole benefit of the Claim Holders, all indemnified persons hereunder and each of their respective successors and assigns, and is not for the benefit of any Enron Party or any other Person.

		SECTION 7.09.  Amendments.  This Agreement may be amended or modified only by the written consent of each of the parties hereto.

		SECTION 7.10.  Reinstatement.  This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any amount received by the Fiscal Agent in respect of the Claims is rescinded or must otherwise be restored or returned by the Fiscal Agent upon the insolvency, bankruptcy, reorganization, liquidation of any Enron Party or any substantial part of any Enron Party's assets, or otherwise, all as though such payments had not been made.

[remainder of page intentionally blank]

		IN WITNESS WHEREOF, the parties hereto have duly executed this Fiscal Agency Agreement as of the date first set forth above.

		CITIBANK, N.A.

By:_______________________________________
     Name:
     Title:

						ENRON NORTH AMERICA CORP.

By:_______________________________________
     Name:
     Title:

						ENRON CORP.

By:_______________________________________
     Name:
     Title:

UNITED STATES TRUST COMPANY OF NEW 
     YORK, as Fiscal Agent

By:_______________________________________
     Name:
     Title:

[DEUTSCHE BANK A.G. LONDON BRANCH,] UNITED STATES TRUST COMPANY OF NEW 
     [as Account Bank] YORK,
     as Securities Intermediary

By:_______________________________________
     Name:
     Title:

ANNEX 1

Account Details for the Enron/Citibank Account

Bank Name:		[Midland Bank International Division] The Chase Manhattan Bank
ABA Number:		021000021
Account [: Bankers] Number:	920-1-073195
Reference:		BBK = US Trust Company
			[, London] Further credit to A/C# [________]
			[Sort Code: 40-48-04
A/C No.: 00491302
Ref: "CTAS-]BNF = Enron/Citibank Account [No. 503640026"]

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Enron/Citibank Fiscal Agency Agreement
NY3:#[7234165v7] 7248976v3 

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Enron/Citibank Fiscal Agency Agreement
NY3:#[7234165v7 ]7248976v3 
[[]M

-FOOTER 3-
NY3:#7248976v3 2

-FOOTER 4-
NY3:#7248976v3 
A

This redlined draft, generated by CompareRite (TM) - The Instant Redliner, shows the differences between - 
original document   : M:\DOCS\NY3\BDAILEY\COMM\4B1X107!.DOC
and revised document: M:\DOCS\NY3\MDUNN1\AGRMNT\4BDCG03!.DOC

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CompareRite found    4 change(s) in the notes

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