Public Utility District No. 1 of Franklin County

We have received an executed financial master agreement:

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

Effective Date: September 27, 2001

Enron Entity: Enron North America Corp.

Counterparty: Public Utility District No. 1 of Franklin County

Transactions Covered: The agreement is limited to natural gas, electricity or other energy used for the production of electricity.

Confirming Entity: Enron North America Corp.

Governing Law: New York

Special Handling Requirements: No special handling requirements

Copies will be distributed.

Samantha M. Boyd
Senior Legal Specialist
Enron Wholesale Services
1400 Smith Street, EB3803
Houston, Texas 77002
Ph: (713) 853-9188
Fax: (713) 646-3490