Gentlemen,

Attached is an electronic version of the "proposed" First Amendment to ISDA Master Agreement, which was directed by FED EX to Gareth Krauss @ Merced on October 11, 2001.

On November 5th, Gareth mentioned to me that their lawyer would be contacting Sara Shackleton (ENA-Legal) with any comments to the proposed First Amendment.
  
 
Let me know if I may be of further assistance.

Regards,
Susan S. Bailey
Senior Legal Specialist
Enron Wholesale Services
Legal Department
1400 Smith Street, Suite 3803A
Houston, Texas 77002
phone: (713) 853-4737
fax: (713) 646-3490
email: susan.bailey@ enron.com