We have received an executed Master Agreement:

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

Effective Date:   March 19, 2001

Enron Entity:   Enron North America Corp.

Counterparty:   Allegheny Energy Supply Company, LLC
 
Transactions Covered:  Approved for all products with the exception of:   
Foreign Exchange

Confirming Entity:  Enron North America Corp.

Governing Law:   New York

CONFIRMATIONS:  There is a special form of confirmation that should be used 
for all online and offline transactions.

RESTRICTIONS:  This is a TEMPORARY bridge master agreement until we can get a 
new ISDA Master Agreement in place.  In a side letter agreement dated 
3/19/01, the parties have adopted the Merrill Lynch Capital Services, Inc. 
ISDA Master Agreement dated 12/02/92, in effect changing the names of the 
parties and certain credit terms.