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GENERAL TERMS AND CONDITIONS

ENRON CREDIT DERIVATIVES

GENERAL TERMS AND CONDITIONS ("GTCs")

Schedule A

Form of Bankruptcy Swap Confirmation

Dear Sir or Madam:

The purpose of this confirmation (this "Confirmation") is to confirm the terms and conditions of the transaction entered into between Enron and Counterparty on the Trade Date specified below (the "Transaction"). This Confirmation constitutes a "Confirmation" as referred to in the Master Agreement [,or ISDA Form (as referenced in the GTCs), as applicable,] specified below.

[ This Confirmation supplements, forms a part of, and is subject to the Enron Credit Derivatives General Terms and Conditions (Version 1 - 1 February 2001) (the "GTCs"), entered into between you and us.]

[ This Confirmation supplements, forms a part of, and is subject to (a) the ISDA Master Agreement dated as of [Insert Date of ISDA], as amended and supplemented from time to time (the "Master Agreement") and (b) the Enron Credit Derivatives General Terms and Conditions (Version 1 - 1 February 2001) (the "GTCs"), entered into between you and us.]

1. General Terms

Trade Date:

[Insert Date]

Seller:

[Enron/Counterparty]

Buyer:

[Enron/Counterparty]

Reference Entity:

[Specify]

Credit Protection Notional Amount:

[Specify]

Effective Date:

[Insert Date]

Protection Termination Date:

[Insert Date] or specify [Standard]

Contractual Currency:

[USD] [GBP] [Euro] [Yen] or specify [Standard]

2. Buyer Payments

 

Credit Protection Rate:

[Insert Rate] %

Buyer Payment Dates:

[Insert Dates]

3. Seller Payments

 

Credit Protection Settlement Amount:

[Insert Amount] or specify [Standard]

Credit Protection Settlement Date:

[Insert No.] Business Days after the Credit Protection Trigger Date] or specify [Standard]

4. Counterparty Office

 
 

[Specify]

5. Address for Notices

 
 

[Specify]

   

6. Account Details

[Specify]

   

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.

   
 

Yours sincerely,

Enron

By:_____________________________

   

Accepted and confirmed as

of the Trade Date written above:

COUNTERPARTY

By:_____________________________

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