Please see the attached revised trust agreement, which reflects the changes
to Appendix D, as proposed by Wachovia.  Please call me if you have any
questions.

Regards,

Drew Clark


Clean Copy
(Enron - Performance Bonus Trust (Version 8)) (See attached file:
njl502!.DOC)

Black Line
(Enron - Performance Bonus Trust (Version 8)) (See attached file:
njl5RED.DOC)





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