Subject: ISDA Master with Lehman Brothers Finance S.A.
From: [email-masked]
To: [email-masked], [email-masked]
Cc: [email-masked]
Date: Mon, 27 Nov 2000 08:49:00 -0800 (PST)

Pursuant to the request of Sara Shackleton, following for your review is the 
arbitration language contained in the draft ISDA Master Agreement being 
negotiated between Lehman Brothers Finance S.A. and Enron Corp.

(h) Jurisdiction.  Section 13(b) is hereby deleted in its entirety and 
replaced with the following:

 (b) Agreement To Arbitrate:  Any claim, counterclaim, demand, cause of 
action, dispute, and controversy arising out of or relating to this Agreement 
or the relationship established by this Agreement, any provision hereof, the 
alleged breach thereof, or in any way relating to the subject matter of this 
Agreement, involving the parties and/or their respective representatives 
(collectively the &Claims8), even though some or all of such Claims allegedly 
are extra-contractual in nature, whether such Claims sound in contract, tort, 
or otherwise, at law or in equity, under state or federal law, whether 
provided by statute or the common law, for damages or any other relief, shall 
be resolved by binding arbitration.

Conduct Of The Arbitration, And Authority Of The Arbitrators:  Arbitration 
shall be governed by the Federal Arbitration Act and conducted in accordance 
with the Commercial Arbitration Rules of the American Arbitration 
Association.  The validity, construction, and interpretation of this 
agreement to arbitrate, and all procedural aspects of the arbitration 
conducted pursuant hereto shall be decided by the arbitrators.  In deciding 
the substance of the parties, Claims, the arbitrators shall refer to the 
Governing Law.  It is agreed that the arbitrators shall have no authority to 
award treble, exemplary or punitive damages of any type under any 
circumstances whether or not such damages may be available under state or 
federal law, or under the Federal Arbitration Act, or under the Commercial 
Arbitration Rules of the American Arbitration Association, the parties hereby 
waiving their right, if any, to recover any such damages.

Forum For The Arbitration And Selection Of Arbitrators:  The arbitration 
proceeding shall be conducted in New York, New York.  Within thirty days of 
the notice of initiation of the arbitration procedure, each party shall 
select one arbitrator.  The two arbitrators shall select a third arbitrator.  
The third arbitrator shall be a person who has over eight years professional 
experience in over-the-counter derivative products and who has not previously 
been employed by either party and does not have a direct or indirect interest 
in either party or the subject matter of the arbitration.  While the third 
arbitrator shall be neutral, the two party-appointed arbitrators are not 
required to be neutral, and it shall not be grounds for removal of either of 
the two party-appointed arbitrators or for vacating the arbitrators, award 
that either of such arbitrators has past or present minimal relationships 
with the party that appointed such arbitrator.

Confidentiality:  To the fullest extent permitted by law, any arbitration 
proceeding and the arbitrators award shall be maintained in confidence by the 
parties.