I think permitted transfers are those where the credit support is the same 
(Enron Corp gty covers affiliate we transfer to).  In this case, FUNB could 
transfer to an affiliate if they were willing to gty the obligations of the 
affiliate (since it is the parent, in essence).

 -----Original Message-----
From:  Shackleton, Sara  
Sent: Thursday, April 19, 2001 9:33 AM
To: Rohauer, Tanya
Subject: First Union National Bank ("FUNB")/Enron Corp. ISDA Master Agreement

Tanya:

For purposes of "Transfer", shall we permit both parties to transfer to 
Affiliates?  Would FUNB require a guaranty?  Or do we feel strongly that 
neither party should have the ability to transfer except with the written 
consent of the other party?



Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com