We have received an executed Master Agreement:

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

Effective Date:   March 7, 2001

Enron Entity:   Enron North America Corp.

Counterparty:   First Union National Bank

Transactions Covered:  Approved for all products 
          
Confirming Entity:  Enron North America Corp.

Governing Law:   New York 

SPECIAL NOTE:  Counterparty has 10 Local Business Days to dispute or accept 
the terms of a Confirmation. 

Copies will be distributed.

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