First Union Securities, Inc.

Susan,

Thanks for the quick response.  Let's touch base on Monday then.  Enjoy your
weekend as well.

Vijay

	-----Original Message-----
	From:	Bailey, Susan [SMTP:Susan.Bailey@enron.com]
	Sent:	Friday, October 05, 2001 12:02 PM
	To:	Suchdev, Vijay
	Cc:	Shackleton, Sara
	Subject:	RE: ISDA Master Agreement


	Vijay,

	I have not received anything.  However, Sara may have--but she is
out of
	the office today and will be back on Monday.

	Have a pleasant weekend.

	Susan

	Susan S. Bailey
	Enron North America Corp.
	1400 Smith Street, Suite 3803A
	Houston, Texas 77002
	Phone: (713) 853-4737
	Fax: (713) 646-3490
	Email: Susan.Bailey@enron.com

	-----Original Message-----
	From: Suchdev, Vijay [mailto:vijay.suchdev@funb.com]
	Sent: Friday, October 05, 2001 10:52 AM
	To: Bailey, Susan
	Cc: Shackleton, Sara
	Subject: RE: ISDA Master Agreement


	First Union Securities, Inc.

	Sara and Susan,

	Thank you for sending your draft Paragraph 13.  I've looked it over
and
	wanted to follow up on whether you've received terms from your
Credit
	Dept.

	Thanks,

	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>

		-----Original Message-----
		From:	Bailey, Susan [SMTP:Susan.Bailey@enron.com]
		Sent:	Wednesday, September 26, 2001 12:12 PM
		To:	vijay.suchdev@funb.com
		Cc:	Shackleton, Sara
		Subject:	FW: ISDA Master Agreement


		Mr. Suchdev,

		Attached is our sample form of Paragraph 13, which
supplements
	the
	ISDA
		Credit Support Annex boilerplate.   Once Credit has
furnished us
	with
		the terms under a Credit Worksheet, we will be able to
provide a
	version
		which includes the credit features.

		Hope this helps in the interim.

		 <<sample paragraph 13.doc>>

		Susan S. Bailey
		Enron North America Corp.
		1400 Smith Street, Suite 3803A
		Houston, Texas 77002
		Phone: (713) 853-4737
		Fax: (713) 646-3490
		Email: Susan.Bailey@enron.com


		>  -----Original Message-----
		> From: 	Shackleton, Sara
		> Sent:	Wednesday, September 26, 2001 10:57 AM
		> To:	Bailey, Susan
		> Cc:	Rohauer, Tanya
		> Subject:	FW: ISDA Master Agreement
		>
		> Susan:  While Tanya is reviewing credit, can you please
send a
	"blank
		> form Paragraph 13" for this master.  Just our standard.
	Caveat:
		> subject to credit review even though there are blanks.
	Thanks.
	Sara
		>
		>  -----Original Message-----
		> From: 	"Suchdev, Vijay"
<vijay.suchdev@funb.com>@ENRON
		>

[mailto:IMCEANOTES-+22Suchdev+2C+20Vijay+22+20+3Cvijay+2Esuchdev+40fun
		> b+2Ecom+3E+40ENRON@ENRON.com]
		> Sent:	Wednesday, September 26, 2001 10:14 AM
		> To:	Shackleton, Sara
		> Cc:	Gray, Steven
		> Subject:	RE: ISDA Master Agreement
		>
		> First Union Securities, Inc.
		>
		> Hi Sara,
		>
		> I just wanted to follow up on whether you will have a
chance
	to
	send a
		> draft
		> Credit Support Annex (similar in form to the one
previously
	executed
		> with
		> ENA).  I understand you may not have credit approval yet
so
	perhaps we
		> can
		> leave the appropriate sections blank in the meantime.
		>
		> 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>
		>
		> 	-----Original Message-----
		> 	From:	Shackleton, Sara
	[SMTP:Sara.Shackleton@enron.com]
		> 	Sent:	Tuesday, September 25, 2001 3:27 PM
		> 	To:	Vijay.Suchdev@funb.com
		> 	Subject:	ISDA Master Agreement
		>
		> 	Vijay:
		>
		> 	I've been trying to call you for about an hour, but
the
	circuits
		> are
		> all
		> 	busy.  Sometimes it's easier for NY to call out than
for
	us
	to
		> call
		> NY.
		> 	I'll be in my office for about an hour before
meetings.
	Also, I
		> am
		> free
		> 	in the morning.  We'll need to recall exactly where
we
	were
	at
		> the
		> 	beginning of August.  Thanks.  Sara
		>
		> 	Sara Shackleton
		> 	Enron Wholesale Services
		> 	1400 Smith Street, EB3801a
		> 	Houston, TX  77002
		> 	Ph:  (713) 853-5620
		> 	Fax: (713) 646-3490
		>
		>
		>
		>
		>

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**********************************************************************
		>
		>
		> 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 Wachovia Corporation and is a member of the
	NYSE,
	NASD
		> and SIPC.  FUSI is a separate and distinct entity from its
	affiliated
		> banks and thrifts.
		>  << File: sample paragraph 13.doc >>


	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 Wachovia Corporation and is a member of the NYSE, NASD
and
	SIPC.  FUSI is a separate and distinct entity from its affiliated
banks
	and thrifts.


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 Wachovia Corporation and is a member of the NYSE, NASD and SIPC.  FUSI is a separate and distinct entity from its affiliated banks and thrifts.