All:

Effective March 19, 2001,  AESC and ENA entered into a "Side Letter 
Agreement" which is an ISDA Master Agreement from a legal perspective.  ENA 
and AESC have agreed this morning to negotiate and execute a new ISDA Master 
Agreement by April 13, 2001.  Until that date, however, we can confirm 
financial trades between ENA and AESC under the Side Letter Agreement.  
Attached below is a markup of an ISDA form of confirmation which contains 
language for these confirmations (the draft was prepared for Kim Hundl 
handling financial power).

Please let me know if you have any questions.




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