First Union National Bank

We have received an executed Master Agreement:

Type of Contract: ISDA Master Agreement (Multicurrency-Cross Border)

Effective Date: March 7, 2001

Enron Entity: Enron North America Corp.

Counterparty: First Union National Bank

Transactions Covered: Approved for all products

Confirming Entity: Enron North America Corp.

Governing Law: New York

SPECIAL NOTE: Counterparty has 10 Local Business Days to dispute or accept
the terms of a Confirmation.

Copies will be distributed.

Cordially,
Susan S. Bailey
Enron North America Corp.
1400 Smith Street, Suite 3806A
Houston, Texas 77002
Phone: (713) 853-4737
Fax: (713) 646-3490
E:mail: Susan.Bailey@enron.com