Re: MASTER ISDA Agreement

There are TWO (2) Enron affiliates having master agreements with Morgan
Stanley Capital Group Inc. ("MSCG"):

(1) ECTRIC has an ISDA Master Agreement with MSCG dated 3/25/99 but
effective as of 8/29/97

(2) ECT (now ENA) has a Master Energy Price Swap Agreement with MSCG dated,
and effective, as of 6/16/92

With respect to the TD (TEXAS) master agreement having a "RESTRICTED" status,
I will need to speak with Rod Nelson.

Sara

Treasa Kirby
11/15/2000 09:50 AM

To: Sara Shackleton/HOU/ECT@ECT
cc: Marcus Von Bock Und Polach/LON/ECT@ECT
Subject: MASTER ISDA Agreement

Sara,
I have spoken to Kim Theriot and she has said that that you are the person
who needs to sign off on the Master ISDA agreement which TD wish to use.
Could you let me me know if this is ok, I need to get back to TD today. Kim
has confirmed that the ISDA has been fully executed.
Also could tell me which ISDA, ENA have in place with Morgan Stanley Capital
Group Inc. Kim says its was executed on 2nd March '99 but I don't know if it
is the same ISDA as the one TD want to use.

Regards

Treasa