We have received an executed Assignment Agreement dated as of October 9, 2001 among National Westminster Bank plc ("NWB"), The Royal Bank of Scotland plc ("RBS") and Enron North America Corp. ("ENA").   Effective as of October 26, 2001 (the "Commencement Date"), NWB assigned all of its right, title and interest in the transactions under the ISDA Master Agreement dated January 1, 1994 to RBS.  All assigned transactions shall be governed by the terms and conditions under the ISDA Master Agreement between ENA and RBS dated December 10, 1999.

This Assignment Agreement also amends the notice provisions in the Schedule to the ISDA Master Agreement between ENA and RBS. 


Copies will be distributed.

Samantha M. Boyd
Senior Legal Specialist
Enron Wholesale Services
1400 Smith Street, EB3803
Houston, Texas 77002
Ph:  (713) 853-9188
Fax:  (713) 646-3490