Mr. Boytinck:

In connection with the execution of the referenced Master Agreement, I am attaching a form of certificate of incumbency to be completed and returned to us when the Master Agreement is signed.

Thank you for your assistance and, please do not hesitate to contact me should you have any questions.

Marie Heard
Senior Legal Specialist
Enron North America Corp.
Phone:  (713) 853-3907
Fax:  (713) 646-3490
marie.heard@enron.com