ISDA w/ First Union National Bank

Dee: Let me know if we need to discuss anything. I am hopeful that we are
ready to prepare execution copies. 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 03/02/2001 11:45 AM -----

Susan Bailey
02/27/2001 08:23 AM

To: <delene.travella@funb.com<
cc: Sara Shackleton/HOU/ECT@ECT, Paul Radous/Enron@EnronXGate
Subject: ISDA w/ First Union National Bank

Dee,

Attached for your review is a blacklined version of the: (a) Schedule and (b)
Paragraph 13 to the ISDA Master Agreement. These have been compared against
the draft dated 11/8/2000, and include ENA's accepted changes per your (a)
faxed comments transmitted to ENA on January 5, 2001, and (b) e-mail
comments transmitted to ENA on January 19th, 2001.

We look forward to your response.

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