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

1. General Terms:

General Terms:

Trade Date:

[Insert Date]

Effective Date: [                ]

[Insert Date]

Scheduled Termination Date:

[Insert Date]

Fixed Rate Payer:

[Enron/Counterparty] (the "Buyer").

Floating Rate Payer:

[Enron/Counterparty] (the "Seller").

Calculation Agent:

Enron

Calculation Agent City: Fixed Rate Payer: [MLI][Counterparty] (the "Buyer").

London

Business Day:

London and [New York] [Tokyo] [TARGET]

Business Day Convention:

Modified Following (which shall apply to any date referred to in this Confirmation that falls on a day that is not a Business Day).

Reference Entity:

[Specify]

Reference Obligation(s):

The obligation identified as follows:

Primary Obligor:

Maturity:

Coupon:

Guarantor: [ ]

Maturity: [ ] Coupon: [ ] CUSIP/ISIN: [ ]

CUSIP/ISIN:

Original Issue Amount:

Reference Price:

100.00%

2.

Fixed Payments:

Calculation Amount:

[Insert Amount]

Fixed Rate Payer Payment Dates:

[Insert Dates]

Fixed Rate:

[Insert Rate] %

Fixed Rate Day Count Fraction:

Actual/360

3.

Floating Amounts:

Floating Rate Payer Calculation Amount:

[Insert Amount]

Conditions to Payment:

Credit Event Notice

Notice of Intended Physical Settlement

Notice of Publicly Available Information Applicable

Credit Events:

The following Credit Events shall apply to this Transaction:

[Bankruptcy]

[Failure to Pay]

[Obligation Acceleration]

[Restructuring]

[Repudiation / Moratorium]

Obligations:

For the purposes of the table below the insertion of "X" in the parenthesis beside the relevant Obligation Category or Obligation Characteristic means that such Obligation Category or Obligation Characteristic is specified for the purposes of the Transaction.

(Select only one)

(Select all that apply)

[….]

Payment

[….]

Pari Passu Ranking

[….]

Borrowed Money

[….]

Specified Currency – Standard Specified Currencies

[….]

Reference Obligation(s) Only

[….]

Not Sovereign Lender

[….]

Bond

Not Domestic Currency

[….]

Loan

Not Domestic Law

[….]

Bond or Loan

Listed

[….]

Not Contingent

[….]

Not Domestic Issuance

Excluded Obligations

None

4.

Settlement Terms:

Settlement Method:

Physical Settlement

Terms Relating to Physical Settlement:

Physical Settlement Period:

[The earlier of (a) longest of the number of Business Days for settlement in accordance with then current market practice of any Deliverable Obligation being Delivered in the Portfolio, as determined by the Calculation Agent, after consultation with the parties and (b) 30 Business Days.]

[30 Business Days]

Portfolio:

Exclude Accrued Interest

Deliverable Obligations:

For the purposes of the table below the insertion of "X" in the parenthesis beside the relevant Deliverable Obligation Category or Deliverable Obligation Characteristic means that such Deliverable Obligation Category or Deliverable Obligation Characteristic is specified for the purposes of the Transaction.

(Select only one)

(Select all that apply)

[….]

Payment

[….]

Pari Passu Ranking

[….]

Borrowed Money

[….]

Specified Currency – Standard Specified Currencies

[….]

Reference Obligation(s) Only

[….]

Not Sovereign Lender

[….]

Bond

[….]

Not Domestic Currency

[….]

Loan

[….]

Not Domestic Law

[….]

Bond or Loan

[….]

Listed

[….]

[….]

Not Contingent

[….]

Not Domestic Issuance

[….]

Assignable Loan

[….]

Consent Required Loan

[….]

Transferable

[….]

Maximum Maturity –30 years

[….]

Accelerated or Matured

[….]

Not Bearer

Partial Cash Settlement of Loans:

Not Applicable

Escrow:

Applicable

5.

Notice and Account Details:

Contact Details for Notices:

Notices to Enron:

Notices to Counterparty:

[Specify]

Account Details:

Payments to Enron:

[Specify]

Payments to Counterparty:

[Specify]

6.

Offices:

The Office of Counterparty for this Transaction is [Insert location of Office]

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to us by facsimile transmission on 020 7783 1238, attention: Tim Able / Chali Zulu, telephone: 020 7783 4385/2287.

Authorised Signatory

By: ____________________________