Subject: CARGILL-ALLIANT, LLC
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Wed, 31 Jan 2001 06:07:00 -0800 (PST)

Dear Sara,

Further to our conversation of this morning, I have spoken to our
Credit Manager, Andrzej Kabarowski.  We are able to significantly
move negotiations forward by agreeing to your proposed $100MM
Cross-Default Thresholds for Cargill-Alliant and Enron North America
Corp.  I can also agree to your language and a trigger of BELOW BBB-
for the Additional Event of Default.

Regarding the Set-Off issue, I attach language for your consideration
which demonstrates our agreement to include a Non-Defaulting Party's
Affiliates.  This language does not, however, make Set-Off available
in all instances, but rather restricts it to the market standard of
set-off in cases of any Event of Default and the Credit Event Upon
Merger Termination Event.  In light of our agreement to the 3 major
items above, we ask that you consider using the attached language in
this ISDA Master Agreement between Enron North America Corp. and
Cargill-Alliant LLC.

Unfortunately, I still have no further information on the Guarantee
from Cargill, Incorporated.  We have again pressed our Corporate
Treasury Dept. for a prompt response.

I look forward to hearing from you again at your earliest convenience.

Regards,
Mara Alexander
Sr. Documentation Analyst
Cargill, Incorporated
Tel: 952.984.3417
Fax: 952.984.3872
e-mail: [email-masked]

 - SetOff.doc