Susan:

Sara received this e-mail from First Union regarding the ISDA with Enron Corp.  Per Lotus Notes, you are working with Sara on this.  Is this something you can handle, or should it wait until Sara returns?

Thanks!

Marie
 -----Original Message-----
From: 	Rozycki, Joanne  
Sent:	Thursday, August 23, 2001 8:21 AM
To:	Heard, Marie
Subject:	FW: Draft ISDA Master Agreement between Enron Corporation and Fir	st Union National Bank

Marie, this looks like a response is necessary.

 -----Original Message-----
From: 	"Suchdev, Vijay" <Vijay.Suchdev@funb.com>@ENRON [mailto:IMCEANOTES-+22Suchdev+2C+20Vijay+22+20+3CVijay+2ESuchdev+40funb+2Ecom+3E+40ENRON@ENRON.com] 
Sent:	Wednesday, August 22, 2001 1:55 PM
To:	Shackleton, Sara
Subject:	RE: Draft ISDA Master Agreement between Enron Corporation and Fir	st Union National Bank

First Union Securities, Inc.

Sara,

Yes.  I explained your view on the CSA to our Credit department.  They're
still eager to put a bilateral CSA in place.  We believe it is mutually
beneficial as the credit lines would not be exhausted too soon if we could
set up a mark-to-market collateral arrangement between the parties.

Could you please reconsider.  Have you considered the removal of the
arbitration provision?

Vijay

	-----Original Message-----
	From:	Sara.Shackleton@enron.com [SMTP:Sara.Shackleton@enron.com]
	Sent:	Wednesday, August 22, 2001 2:42 PM
	To:	Vijay.Suchdev@funb.com
	Subject:	RE: Draft ISDA Master Agreement between Enron
Corporation and First U	nion National Bank

	You were going to check with your credit group.  Do you have a
response
	(re: CSA)?  Sara

	    -----Original Message-----
	   From:   "Suchdev, Vijay" <Vijay.Suchdev@funb.com>@ENRON

[mailto:IMCEANOTES-+22Suchdev+2C+20Vijay+22+20+3CVijay+2ESuchdev+40funb+2Eco
m+3E+40ENRON@ENRON.com]


	   Sent:   Wednesday, August 22, 2001 1:34 PM
	   To:     Shackleton, Sara
	   Subject:  Draft ISDA Master Agreement between Enron Corporation
and
	             First U      nion National Bank

	   First Union Securities, Inc.

	   Hi Sara,

	   I just wanted to follow up on our discussion of the draft ISDA
last
	   week.
	   When you're back in the office and you have a moment, could you
please
	   give
	   me a call.

	   Thanks and regards,

	   Vijay K. Suchdev
	   Vice President
	   Equity Derivatives
	   First Union Securities, Inc.
	   Telephone: (212) 909-0951
	   Facsimile: (212) 891-5042
	   email: vijay.suchdev@funb.com <mailto:vijay.suchdev@funb.com>


	   This is for your information only and is not an offer to sell, or
a
	   solicitation of an offer to buy, the securities or instruments
	   mentioned.  The information has been obtained or derived from
sources
	   believed by us to be reliable, but we do not represent that it is
	   accurate or complete.  Any opinions or estimates contained in
this
	   information constitute our judgement as of this date and are
subject to
	   change without notice.  First Union Securities, Inc. (FUSI), or
its
	   affiliates may provide advice or may from time to time acquire,
hold or
	   sell a position in the securities mentioned herein.  FUSI is a
	   subsidiary of First Union Corporation and is a member of the
NYSE, NASD
	   and SIPC.  FUSI is a separate and distinct entity from its
affiliated
	   banks and thrifts.





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otherwise. Thank you.

**********************************************************************


This is for your information only and is not an offer to sell, or a solicitation of an offer to buy, the securities or instruments mentioned.  The information has been obtained or derived from sources believed by us to be reliable, but we do not represent that it is accurate or complete.  Any opinions or estimates contained in this information constitute our judgement as of this date and are subject to change without notice.  First Union Securities, Inc. (FUSI), or its affiliates may provide advice or may from time to time acquire, hold or sell a position in the securities mentioned herein.  FUSI is a
subsidiary of First Union Corporation and is a member of the NYSE, NASD and SIPC.  FUSI is a separate and distinct entity from its affiliated banks and thrifts.