ISDA w/Enron Corp.

Terry and Dee:

I am resending the draft ISDA which was sent to Terry and Vijay on April 25,
2001.

Please let me know if you have any questions. Regards.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas 77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 05/23/2001 01:14 PM -----

Susan Bailey
04/25/2001 06:05 PM

To: terrance.ganser@funb.com, vijay.suchdev@funb.com
cc: Sara Shackleton/HOU/ECT@ECT, Tanya Rohauer/Enron@EnronXGate
Subject: ISDA w/Enron Corp.

Gentlemen:

Attached for your review is a draft of the Schedule to the ISDA Master
Agreement.

FYI: The ISDA Master Agreement is a preprinted form for which the Schedule
supplements, and such form is not able to be emailed. Therefore it is not
attached to this transmission.

We look forward to your comments.

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