Merger of NationsBank and Bank of America

FYI
---------------------- Forwarded by Tana Jones/HOU/ECT on 08/27/99 02:47 PM
---------------------------

William S Bradford
08/27/99 01:30 PM
To: Tana Jones/HOU/ECT@ECT
cc: Molly Mathes/HOU/ECT@ECT
Subject: Merger of NationsBank and Bank of America - Enron Corp.

Tana,

Please add Molly Mathesto your legal distribution lists.

Thanks,
Bill

-------------------- Forwarded by William S Bradford/HOU/ECT on 08/27/99
01:29 PM ---------------------------

Susan Flynn
08/27/99 11:00 AM
To: Clement Abrams/Corp/Enron@Enron, William S Bradford/HOU/ECT@ECT, Debbie R
Brackett/HOU/ECT@ECT, Nidia Mendoza/HOU/ECT@ECT, Tanya Rohauer/HOU/ECT@ECT,
Brant Reves/HOU/ECT@ECT, Rod Nelson/HOU/ECT@ECT, Russell Diamond/HOU/ECT@ECT,
Patricia Cini/HOU/ECT@ECT, Tracy Ngo/HOU/ECT@ECT, John Suttle/HOU/ECT@ECT,
Tracy Ngo/HOU/ECT@ECT, Lesli Campbell/HOU/ECT@ECT, Marie Heard/HOU/ECT@ECT,
Sara Shackleton/HOU/ECT@ECT, Mark - ECT Legal Taylor/HOU/ECT@ECT, Shari
Stack/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT, Susan Bailey/HOU/ECT@ECT, Carol St
Clair/HOU/ECT@ECT, Mary Solmonson/HOU/ECT@ECT, Marilyn Colbert/HOU/ECT@ECT,
Yolanda Cordova-Gilbert/HOU/ECT@ECT, Diane Ellstrom/HOU/ECT@ECT, Lynn E
Shivers/HOU/ECT@ECT, Willie Harrell/HOU/ECT@ECT, Bill D Hare/HOU/ECT@ECT,
Robert B Cass/HOU/ECT@ECT, Jason Moore/HOU/ECT@ECT, Leslie
Reeves/HOU/ECT@ECT, Dianne Seib/CAL/ECT@ECT, Samuel Schott/HOU/ECT@ECT,
Anthony Campos/HOU/ECT@ECT, Julie Meyers/HOU/ECT@ECT, Mary G
Gosnell/HOU/ECT@ECT, Bernice Rodriguez/HOU/ECT@ECT, Connie
Sutton/HOU/ECT@ECT, Bob Bowen/HOU/ECT@ECT, Jefferson D Sorenson/HOU/ECT@ECT,
Lucy Ortiz/HOU/ECT@ECT, Laurel Adams/HOU/ECT@ECT, Dale Neuner/HOU/ECT@ECT,
Melba Lozano/HOU/ECT@ECT, Andrea R Guillen/HOU/ECT@ECT, Larry Joe
Hunter/HOU/ECT@ECT, Willie Harrell/HOU/ECT@ECT, David Dupre/HOU/ECT@ECT,
Chris Walker/HOU/ECT@ECT
cc:
Subject: Merger of NationsBank and Bank of America - Enron Corp.

Re: Enron Corp.

We have received a letter agreement from Bank of America setting forth the
terms of the referenced merger as they relate to our ISDA Master Agreements
currently in place with Enron Corp. and each of Bank of America and
NationsBank. Credit and Legal have agreed to the terms set forth therein.

1. On July 5, 1999, NationsBank, N.A. ("NationsBank") changed its name to
Bank of America, N.A.
2. On July 23, 1999, Bank of America National Trust and Savings Association
("BofA") merged with Bank of America, N.A. and the surviving bank is named
Bank of America, National Association.

Effective July 23, 1999, as a result of the merger, the following will
occurr:

1. The ISDA Master Agreement, dated February 8, 1995, between Enron Corp.
and and NationsBank, N.A. will remain in place. Bank of America, National
Association as successor by merger, shall be our counterparty.

2. The ISDA Master Agreement, dated February 4, 1994 and effective as of
August 14, 1992, between Enron Corp. and Bank of America National Savings
and Trust Association is terminated. Any existing trades under this
agreement shall be transferred to the ISDA Agreement under number 1 above.

A copy of the letter agreement will be distributed.