Carol and Marie:

Attached for your review is the North American Master Netting Agreement with
the revisions we discussed this morning.

Please note I made one additional change in Section 8.

If Enron agrees this is the final form, please call me to confirm this is in
final form for signature purposes.

Very truly yours,

BILLY
Billy D. Dixon
Attorney
BP America Inc.
501 Westlake Park Blvd., Rm 16.166
Houston, Texas 77079
Direct 281/366-4745
Fax 281/366-5901
billy.dixon@bp.com

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 <<BP Form NA Master Netting (11-1-01)#2.DOC>>  <<RL NA MASTER
11-1-01#2.DOC>>

 - BP Form NA Master Netting (11-1-01)#2.DOC 
 - RL NA MASTER 11-1-01#2.DOC