MTH&M [DRAFT08/22/00] DRAFT
08/23/00

Enron/Citibank Swap Confirmation

August 25, 2000

To:	Enron North America Corp.
	1400 Smith Street
	Houston, Texas  77002
Attention:  	Joe Hunter
Facsimile No.:	(713) 646-2495
Telephone No.:	(713) 853-3316

From:	Citibank, N.A.
399 Park Avenue
New York, New York  10043
Attention:  [_______________]
Facsimile No.:  [___________]
Telephone No.:  [__________]

Counterparty Ref:  [_______________]

Ladies and Gentlemen:

		The purpose of this letter agreement (this "Confirmation") is to set forth the terms and conditions of the Transaction entered into between Citibank, N.A. ("Party A" or "Citibank") and Enron North America Corp. (formerly known as Enron Capital & Trade Resources Corp.) ("Party B" or "ENA") on the Trade Date specified below (the "Transaction").  This Confirmation constitutes a "Confirmation" as referred to in the Master Agreement specified below.  Certain capitalized terms used herein are defined in Section 6 below.

		This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement, dated as of November 17, 1992 (the "Master Agreement"), between Party A and Party B.  All provisions contained in the Master Agreement govern this Confirmation except as expressly modified below.

		Each party will make each payment specified in this Confirmation as being payable by it, not later than the due date for value on that date in the place of the account specified below, in freely transferable U.S. Dollars and in the manner customary for payments in U.S. Dollars.

		The terms of the Transaction to which this Confirmation relates are as follows:

1.  General Terms:		
	Trade Date:	August 23, 2000	
	Effective Date:	August 25, 2000	
	Scheduled Termination Date:	July 24, 2005	
	Floating Amount Payer:	Party B	
	Fixed Amount Payer:	Party A	
	Calculation Agent:	Citibank	
	Business Day Convention:	Preceding.	
	Commodity Business Day Convention:	Preceding.	
	Periodic Payment Dates:	The 14th calendar day of each of January and July of each year.	
	Payment Dates:	For payments to be made under Section 3:
(a)	each Periodic Payment Date during the period from the Effective Date to but excluding the Cancellation Date; and
(b)	the Cancellation Date [(unless such date is the ](but only if (x) the Cancellation Date is on or prior to the Periodic Payment Date in July 2005 and (y) the Cancellation Date is not an Early Termination Date).	
	For payments to be made under Section 4, the Cancellation Date.	
	Market Disruption Events:	Price Source Disruption
Trading Suspension
Disappearance of Commodity Reference Price
Tax Disruption	
	Disruption Fallback:			If a Market Disruption Event with respect to the Specified Price for the relevant Pricing Date occurs, then the Specified Price shall be determined by using the first preceding Commodity Business Day on which no Market Disruption Event existed with respect to the Specified Price (all as determined by the Calculation Agent).	
2.  Fixed Payment		
	Fixed Amount Payment Date:	The Effective Date	
	Fixed Amount:	U.S.$[__________]	
	Settlement:	On the Fixed Amount Payment Date, the Fixed Amount Payer shall pay the Fixed Amount to Party B.	
3.  Periodic Floating Payments 		
	Periodic Floating Payment Dates:	Each Payment Date.	
	Periodic Floating Amount:	For any Payment Date, the Periodic Notional Quantity for such Payment Date multiplied by the Periodic Floating Price for such Payment Date.	
	Base Periodic Notional Quantity:	[__________] barrels	
	Periodic Notional Quantity:	(a)	For [the initial] each Payment Date [(if such Payment Date is not] prior to the Cancellation Date[)], the Base Periodic Notional Quantity [multiplied by the Initial Fraction;]; and
[(b) for each other Payment Date prior to the Cancellation Date, the Base Periodic Notional Quantity; and
(c)](b)	for the Cancellation Date (if it is a Payment Date), the Base Periodic Notional Quantity multiplied by the Cancellation Fraction.	
             Periodic Floating Price:	For any Payment Date, a "Floating Price" determined in accordance with the Commodity Definitions, where:	
		(a)	the "Commodity Reference Price" is OIL-WTI-NYMEX;	
		(b)	the "Specified Price" is the closing price;	
		(c)	the "Delivery Date" for such Payment Date is [the First Nearby Month with respect to such Payment Date] December 2005; and	
		(d)	the "Pricing Date" is the Commodity Business Day that is three Commodity Business Days prior to such Payment Date (or, for determinations under Section 7 below, the Windup Date)[,
provided that if the Periodic Floating Price it being determined for purposes of Section 7 below, the Periodic Floating Price shall not exceed U.S.$[__________]].	
	Settlement:	On each Payment Date, the Floating Amount Payer shall pay the Periodic Floating Amount for such Payment Date to Party A.	
4.  Final Floating Payment		
	Final Floating Payment Date:	The Cancellation Date	
	Final Floating Amount:	The lesser of:
(a)	the Final Notional Quantity multiplied by the Final Floating Price; and
(b)	U.S.$[__________]	
	Final Notional Quantity:	[__________] barrels	
	Final Floating Price:	For the Final Floating Payment Date, a "Floating Price" determined in accordance with the Commodity Definitions, where:	
		(a)	the "Commodity Reference Price" is OIL-WTI-NYMEX;	
			(b)	the "Specified Price" is the closing price;	
	(c)	the "Delivery Date" is [the First Nearby Month with respect to the Final Payment Date] December 2005; and	
			(d)	the "Pricing Date" is the Commodity Business Day that is three Commodity Business Days prior to the Final Floating Payment Date (or, for determinations under Section 7 below, the Windup Date).	
	Settlement:	On the Final Floating Payment Date, the Floating Amount Payer shall pay the Final Floating Amount to Party A.	
5.  Notice and Account Details		
	Telephone, Telex and/or Facsimile Numbers and Contact Details for Notices:		
		Party A:	As specified in the Master Agreement	
		Party B:	As specified in the Master Agreement	
	Account Details:		
		Account Details of Party A:	Wire transfers to the Enron/Citibank Account	
		Account Details of Party B:	Wire transfers to:
Enron North America
Citibank, N.A., New York[[____________]]
Account No.:  [[____________]] 4078-1075
ABA No.:  [[____________]] 021-000-089

6.  Certain Definitions:

	As used in this Confirmation, the following terms shall have the following respective meanings:
		
		"Bankruptcy Code" means the United States Bankruptcy Code, Title 11 of the United States Code, as amended.

		"Cancellation Date" means the earliest to occur of:

(1)  the Early Termination Date (if any) under the Master Agreement;

(2)  such date as Party A and Party B may agree in writing to be the Cancellation Date; and

(3)  the Scheduled Termination Date,

all as determined by the Calculation Agent in good faith in accordance with the terms of this Confirmation (and such determination shall be binding absent manifest error).

"Cancellation Fraction" means, for any Periodic Floating Payment to be made under Section 3 above on the Cancellation Date (if it is a Payment Date), a fraction, the numerator of which is equal to the number of days (determined on a 30/360 basis) during the period from and including the immediately preceding Payment Date (or, if the Cancellation Date is the first Payment Date, from and including the Effective Date) to but excluding the Cancellation Date, and the denominator of which is equal to 180.

The "Discounted Present Value" of any payment (the "Future Payment") scheduled to be made on any date (the "Future Payment Date") and determined as at any date (the "Determination Date") is equal to the present value of such Future Payment, determined by discounting such Future Payment on a semi-annual basis on each Periodic Payment Date falling during the period from and including the Determination Date to and including such Future Payment Date at a rate per annum (determined on a 30/360 basis) equal to the Discount Rate, all as determined by the Calculation Agent in accordance with standard industry practice (provided that if the Future Payment Date is on or prior to the Determination Date, then the Discounted Present Value of the related Future Payment will be equal to such Future Payment).

		"Discount Rate" means a rate per annum equal to [____]%.

		"Enron" means Enron Corp., a corporation organized under the laws of the State of Oregon, and its successors.

		"Enron/Citibank Account" means the "Enron/Citibank Account" referred to in the Fiscal Agency Agreement.

"Enron Guaranty" means the Guaranty dated as of August 25, 2000 made and entered into by Enron in favor of Party A and its successors and assigns, substantially in the form of Exhibit I hereto.

		"Fiscal Agency Agreement" means the Fiscal Agency Agreement dated as of August 25, 2000 among ENA, Enron, Citibank, the Fiscal Agent and the Securities Intermediary, as from time to time amended.

		"Fiscal Agent" means United States Trust Company of New York, in its capacity as fiscal agent under the Fiscal Agency Agreement, together with its successors in such capacity.

["Initial Fraction" means, for any Periodic Floating Payment to be made under Section 3 above on the initial Payment Date (if such Payment Date is not the Cancellation Date), a fraction, the numerator of which is equal to the number of days (determined on a 30/360 basis) during the period from and including the Effective Date to but excluding such Payment Date, and the denominator of which is equal to 180.]

		"Net Termination Amount" means an amount equal to the Termination Payment owing by the Defaulting Party minus the Termination Payment owing by the Non-defaulting Party.

		"Securities Intermediary" means United States Trust Company of New York, in its capacity as securities intermediary under the Fiscal Agency Agreement, together with its successors in such capacity.
		
		"Termination Claims" means, as to a Defaulting Party, amounts owing (or deemed owing) by such party under Section 7 of this Confirmation and under Section 6(e) of the Master Agreement (to the extent relating to this Transaction), together with all other amounts (including, without limitation, amounts owing under Section 11 of the Master Agreement and interest accruing on overdue amounts at the Default Rate) owing by such party with respect to this Transaction.

		"Termination Payment" means, as to any party ("X"), an amount equal to:

(1)  the sum of the Discounted Present Values of each Periodic Floating Amount (if any) scheduled to be made by X under Section 3 above during the period from and including the Windup Date to and including the Scheduled Termination Date and unpaid by X; plus

(2)  the Discounted Present Value of the Final Floating Amount (if any) scheduled to be made by X under Section 4 above on the Scheduled Termination Date,

in each case determined as at the Windup Date.  As used above, payments "scheduled to be made" on any date or during any period shall be determined as if all payments are to be made through and including the Scheduled Termination Date without regard to whether (a) the Windup Date occurs prior thereto and (b) the Early Termination Date has occurred.

		"Transfer" means a transfer, assignment or other disposition, and "Transferred" and "Transferee" have correlative meanings.

		"Windup Date" means the Early Termination Date or, if the Early Termination Date is not a Periodic Payment Date, the Periodic Payment Date immediately preceding the Early Termination Date; provided that, if the Windup Date occurs prior to the first Periodic Payment Date, it shall be the Effective Date.

7.  Payments on Early Termination, Etc.  

	Party A and Party B agree that, if an Early Termination Date occurs under the Master Agreement, then the Calculation Agent shall determine the Net Termination Amount, and:

(1)  if the Net Termination Amount is positive, then the Defaulting Party will on the Cancellation Date pay such amount to the Non-defaulting Party (together with interest on an amount equal to the Net Termination Amount at a stated rate of interest equal to the Discount Rate for the period from and including the Windup Date to but excluding the Cancellation Date); and 

(2)  if the Net Termination Amount is negative, then the Non-defaulting Party will on the Cancellation Date pay the absolute value of the Net Termination Amount to the Defaulting Party.

Such payments shall be in lieu of payments that otherwise would be owing on the Cancellation Date under Sections 3 and 4 above (and in lieu of liquidation payments or payments on early termination that otherwise would be determined and payable in accordance with Section 6(e) of the Master Agreement), and shall constitute the final payments payable under or in respect of or in connection with this Confirmation and this Transaction (other than interest at the Default Rate payable on overdue amounts and amounts payable under Section 11 of the Master Agreement in connection with this Transaction).  Notwithstanding the foregoing, payments made in accordance with this Section 7 shall be deemed to be payments under Section 6(e) of the Master Agreement for all purposes thereof.

8.  Credit Support Documents, Margining, Etc.

(a)	Credit Support Documents.  

Notwithstanding Part 4, Section 8(a), of the Schedule to the Master Agreement[,]:

(1)	the Enron Guaranty shall be [the] a Credit Support Document of Party B as if referenced as such in said Part 4, Section 8; and

(2)	the Credit Support Annex dated as of August 25, 2000 between Party A and Party B attached to this Confirmation as Exhibit II shall be a Credit Support Document of Party B as if referenced as such in said Part 4, Section 8.

Unless otherwise agreed by Party A and Party B, such documents shall not serve as Credit Support Documents of Party B for any Transaction (other than this Transaction).

(b)	Margining.

	Notwithstanding the provisions of Annex A (Collateral and Exposure Provisions) of the Master Agreement (the "Annex"), this Transaction shall not be considered a Transaction for the purpose of any determination made pursuant to the terms of the Annex.  This Transaction shall, however, be considered as a Transaction for all other purposes related to the Master Agreement.

9.  Other Terms.

(a)	Concerning the Calculation Agent.
	
(1)  	Each party agrees that the Calculation Agent is not acting as a fiduciary for or as an advisor to either party in respect of its duties as Calculation Agent in connection with the Transaction to which this Confirmation relates.

(2)	The Calculation Agent's calculations and determinations shall be made in good faith, in a commercially reasonable manner and be binding in the absence of manifest error.

(3)	At least three Business Days prior to each date on which any payment is required to be made hereunder (and otherwise from time to time upon the reasonable request of the Fiscal Agent), the Calculation Agent shall provide to the Fiscal Agent a statement of amounts owing hereunder.

(b)	Swap Agreements.

	Each party hereby acknowledges and agrees that it intends, for all purposes relevant to such determination, that this Confirmation be treated as a "swap agreement" under the Bankruptcy Code.

(c)	Interpretation.   

Each reference to the singular shall include the plural and vice versa.

(d)	Headings.   

The headings used in this Confirmation are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Confirmation.

(e)	Additional Termination Events, Etc.

	For purposes of this Transaction, Section 5(b)(vi) of the Master Agreement (added pursuant to Part 1, Section 12 of the Schedule to the Master Agreement) shall not apply.

(f)	Assignments by Party B.  

	Notwithstanding anything to the contrary in Section 7 of the Master Agreement, Party B reserves the right to Transfer all (but not less than all) of its rights and obligations in respect of this Transaction to any of its Domestic Affiliates (such a transfer, an "Affiliate Transfer"), subject to the following conditions:
	
(1)	Party B shall have given not less than 30 days' prior written notice of such Affiliate Transfer to Party A, specifying in such notice, inter alia, the name of such Domestic Affiliate.

(2)	The Enron Guaranty (and all other Credit Support Documents applicable to this Transaction) shall continue in full force and effect in favor of Party A notwithstanding such Affiliate Transfer.

(3)	No Event of Default or Termination Event with respect to Party B shall have occurred and be continuing (either on the date on which notice is given to Party A under clause (1) above or on the date of such Affiliate Transfer).

(4)	Such Domestic Affiliate shall expressly assume, by an amendment hereto, executed and delivered to Party A, the due and punctual payment of all obligations of Party B hereunder and the performance of every covenant and obligation on the part of Party B to be performed or observed under or in respect of this Transaction.

(5)	Party A and such Domestic Affiliate shall have entered into an agreement in substantially the form of the Master Agreement (including any Credit Support Documents requested by Party A), and such Domestic Affiliate shall have delivered to Party A all of the documents, instruments and other items required to be delivered under Part 3 of the Schedule to the Master Agreement.

(6)	Such Domestic Affiliate shall have delivered to Party A an officer's certificate stating that such Affiliate Transfer (and all of the documents delivered in connection therewith) comply with this Section 9(f) and that all conditions precedent in this Section 9(f) relating to such Affiliate Transaction have been complied with.

(7)	Such Domestic Affiliate shall have agreed to be bound by the Fiscal Agency Agreement to the same extent as Party B.

(8)	Party A shall have received such other documents, instruments, opinions, information and other items in connection with such Affiliate Transfer as it may reasonably request.

	For purposes of this Section 9(f), "Domestic Affiliate" means any Affiliate of Party B organized under the laws of the United States or any state thereof.

(g)	Assignments by Party A.  

(1)	Notwithstanding anything in the Master Agreement (including, without limitation, in Section 7 thereof) to the contrary, Party B hereby acknowledges and agrees that all Termination Claims owing by Party B may from time to time, without notice to or consent of Party B, be Transferred in whole or in part to one or more Transferees and in one or more separate transactions, and may be so Transferred successively, provided that irrespective of any such Transfer Party B shall continue to make all payments owing by it under this Transaction to the Enron/Citibank Account to the extent required under the Fiscal Agency Agreement.

(2)	Party A and Party B acknowledge and agree that Transfers of Termination Claims owing by Party B shall be effected in accordance with the terms of the Fiscal Agency Agreement.

(3)	Subject to paragraphs (1) and (2) above, Party A agrees that, so long as Party B is a Non-defaulting Party, it will Transfer its rights under this Confirmation only by surrender of this Confirmation to Party B and the issuance by Party B of a new Confirmation to the Transferee.

(4)	At any time when the Fiscal Agency Agreement is not in effect, Party B shall be authorized to pay each person in whose name the ENA Claims are registered in the Claims Register maintained under the Fiscal Agency Agreement as of the time it ceased to be in effect (to the extent of the ENA Claims held by such person) until Party B receives notification that the ENA Claims held by such person have been assigned and that payment is to be made to the assignee, provided that (1) a notification that does not reasonably identify the rights assigned shall be ineffective and (2) if requested by Party B, the assignee of ENA Claims must seasonably furnish reasonable proof that the assignment has been made, and unless such assignee does so Party B may pay the assignor.  As used in this paragraph (4), the terms "ENA Claims" and "Claims Register" have the meanings assigned to them in the Fiscal Agency Agreement.

(h)	Payments.  

	Except as otherwise provided in the Fiscal Agency Agreement, Party A and Party B acknowledge that all payments to be made by Party B under this Confirmation (including, without limitation, all payments made in respect of Termination Claims owing by Party B that have been assigned by Party A to third parties) shall be made to the Enron/Citibank Account for application as provided in the Fiscal Agency Agreement.

(i)	Additional Termination Events, Etc.

	Solely for purposes of this Transaction, the following Additional Termination Event shall apply:

	An Early Termination Date occurs under any Material Commodity Transaction, in which event:

(x)	Party B shall be the Affected Party under this Transaction; and

(y)	an Early Termination Date under this Transaction shall occur automatically on and as of the Early Termination Date under such Material Commodity Transaction.

As used in this Section 9(i), "Material Commodity Transaction" means a Commodity Transaction that (a) is a Transaction to which Party B is or has ever been a party and (b) is a Transaction having an initial notional amount or strike price in excess of U.S.$250,000,000 (or its equivalent in other currencies, determined as of the trade date applicable to such Transaction).

For purposes of this Confirmation and the Confirmations dated November 18, 1999 and February 23, 2000 and the respective Transactions hereunder and thereunder, each reference to "Defaulting Party" and "Non-defaulting Party" herein and therein shall, in connection with any Termination Event, be deemed a reference to the "Affected Party" and the party which is not the Affected Party, respectively.

(j)	Netting Provisions.

	Notwithstanding anything in the Master Agreement to the contrary:

	(1)	Section 2(c)(ii) of the Master Agreement will apply to this Transaction.

(2)	For purposes of the Netting Provisions set forth in Paragraph 11 of Part 1 of the Schedule to the Master Agreement, if this Transaction is a Terminated Transaction, it shall not be aggregated with or netted against other Terminated Transactions in performing the calculations contemplated by Section 6(e) of the Master Agreement unless the Non-defaulting Party (or Non-Affected Party) so elects.

(k)	Default Rate.

	Notwithstanding anything in the Master Agreement to the contrary, the "Default Rate" for purposes of this Transaction shall be a stated rate of [___]% per annum (calculated on a 30/360 basis), and interest accruing hereunder at the Default Rate shall be payable on demand of the Non-defaulting Party and in any event on each Periodic Payment Date (or, if any such date is not a Business Day, the next preceding Business Day).

(l)	Address for Notices.

Solely with respect to this Transaction, Section 12(a) of the Master Agreement is hereby amended to delete the following phrase from the second and third line thereof:  "(except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system)".

(m)	ISDA Definitions.  

The definitions and provisions contained in the 1991 ISDA Definitions as in effect on the date hereof (as published by the International Swaps and Derivatives Association, Inc.) (the "1991 Definitions") are incorporated into this Confirmation.  In addition, for purposes of the Periodic Floating Payments and the Final Floating Payment referred to above (the "Commodity Transactions"), the definitions and provisions contained in the 1993 ISDA Commodity Derivative Definitions as in effect on the date hereof (as published by the International Swaps and Derivatives Association, Inc.) (the "Commodity Definitions") are incorporated into this Confirmation.  In the event of any inconsistency between the 1991 Definitions and this Confirmation, this Confirmation will govern; in the event of any inconsistency between the Commodity Definitions and this Confirmation, this Confirmation will govern; and in the event of any inconsistency between the Commodity Definitions and the 1991 Definitions in connection with the Commodity Transactions, the Commodity Definitions will govern.

(n)	Confidentiality.

Notwithstanding anything in Part 5, Section 14, of the Schedule to the Master Agreement to the contrary, Party B hereby agrees that Party A may disclose information otherwise restricted by said Part 5, Section 14 to the Trust, the Collateral Agent, the holders from time to time of the Secured Obligations (other than the Trust Notes) referred to in the Collateral Security Agreement and, at any time following the occurrence of an Event of Default or Termination Event, the holders from time to time of the Trust Notes.  As used herein, the following terms have the following meanings:

"Collateral Agent" means United States Trust Company of New York, in its capacity as "Collateral Agent" under the Collateral Security Agreement and the other Financing Documents referred to therein, and its successors in such capacity.

	"Collateral Security Agreement" means the Collateral Security Agreement dated as of August 25, 2000 by and among the Trust, Citibank and United States Trust Company of New York, in its capacity as indenture trustee, collateral agent, account bank and securities intermediary, as amended.

"Trust" means Enron Credit Linked Notes Trust, a Delaware statutory business trust, and its successors.

"Trust Notes" means the Notes issued under the Indenture dated as of August 25, 2000 between the Trust and United States Trust Company of New York, as indenture trustee, as from time to time amended.

(o)	Waiver of Jury Trial.  

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 THIS CONFIRMATION OR THE TRANSACTIONS CONTEMPLATED HEREBY (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 CONFIRMATION BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

[remainder of page intentionally blank]

		Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us.

Very truly yours,

CITIBANK, N.A.

By:  ______________________________
Authorized Signatory
Name:

Accepted and confirmed as
of the Trade Date:

ENRON NORTH AMERICA CORP.

By:  ______________________________
Authorized Signatory
Name:

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