First Union Securities, Inc.

Ms. Shackleton,

Attached find a revised draft ISDA Schedule, both a marked copy and a clean
copy, for your review.  We just made a few changes to the draft ISDA
Schedule to mirror the Schedule to the ISDA Master Agreement in place
between First Union National Bank and Enron North America Corp.  Please note
that we have added a Credit Support Annex as a Credit Support Document.
Could you please send a CSA Paragraph 13 in the form previously agreed in
the Enron North America Corp. ISDA Master Agreement.


 <<Schedule 7-20-01 vs. Ctpty draft Schedule.doc>> 	 <<Schedule
7-20-01.doc>>

Also, as the parties may enter into EITF-0019 compliant trades, we would
like to duplicate the current ISDA once we've agreed on the terms, then
delete the Set-off provision and Credit Support Annex from the ISDA and
execute this pared down ISDA to cover 0019 trades only.  We believe it would
be beneficial from a netting perspective to execute separate ISDAs to cover
0019 trades, on the one hand, and any other equity derivative trades which
the parties may enter into, on the other hand.  Could you advise if this is
satisfactory.

We look forward to hearing from you.

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.

 - Schedule 7-20-01 vs. Ctpty draft Schedule.doc 
 - Schedule 7-20-01.doc