We have received an executed Master Agreement:

Type of Contract:  ISDA Master Agreement (Multicurrency-Cross Border)

Effective Date:   October 9, 2000

Enron Entity:   Enron North America Corp.

Counterparty:   Southern Union Company

Transactions Covered:  Approved for all products with the exception of :  
Foreign Exchange

Confirming Entity:  Enron North America Corp.

Copies will be distributed.

Stephanie