Dee:

We are working on the blackline.  Since the "deal" that you mentioned 
yesterday has no bearing on the master between ENA and FUNB, there is no 
emergency at hand.  A few things to note:  

(1)  regarding "Procedures for entering into Transactions,"  my suggestion is 
that you consider a reasonable time period in which to respond upon receipt 
of a confirmation.  It is in both parties best interest to have an executed 
(and therefore enforceable) writing  This can be accomplished by under the NY 
General Obligations law by our agreement as to a "deemed response" if a party 
will not sign a trade confirmation.

(2)  regarding the concept of "Specified Transaction", ENA has reconsidered 
the earlier concession to exclude most Termination Events as Specified 
Conditions.  It is not ENA's position to unwind Transactions upon the 
occurrence of these events, and, therefore, each party ought to be able to 
rely upon the protections afforded it under the related provisions.  
Regarding the Credit Event Upon Merger, FUNB is protected with the amendment 
which we make to Section 5(b)(iv).

I hope that the blackline will resolve our outstanding issues.

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