In connection with Enron's PATS offering, we're attaching a Cover Letter and
clean and marked drafts of the Purchase Agreement, Remarketing Agreement, 
Trust
Agreement  and Confirmations relating to the swaps and options.

Best regards,

Hazel Mukuna

(See attached file: Cover Letter.doc)

(See attached file: Purchase Agreement.doc)        (See attached file: 
Purchase
Agreement REDLINE.doc)

(See attached file: Remarketing Agreement.doc)     (See attached file:
Remarketing Agreement.REDLINE.doc)

(See attached file: Trust Agreement.doc)           (See attached file: Trust
Agreement.REDLINE.doc)

(See attached file: Swap 1 - UBS and Trust.doc)    (See attached file: Swap 1 
-
UBS and Trust.REDLINE.doc)


(See attached file: Swap 2 - Enron - UBS.doc)      (See attached file: Swap 2 
-
Enron - UBS.REDLINE.doc)

(See attached file: Swap 3 - Enron - UBS.doc)      (See attached file: Swap 3 
-
Enron - UBS.REDLINE.doc)

(See attached file: Option 1 - UBS and Trust.doc)  (See attached file: Call
Option 1 - UBS and Trust.REDLINE.doc)

(See attached file: Option 2 - Enron and UBS.doc)  (See attached file: Option 
2
- Enron and UBS.REDLINE.doc)


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 - Cover Letter.doc
 - Purchase Agreement.doc
 - Purchase Agreement REDLINE.doc
 - Remarketing Agreement.doc
 - Remarketing Agreement.REDLINE.doc
 - Trust Agreement.doc
 - Trust Agreement.REDLINE.doc
 - Swap 1 - UBS and Trust.doc
 - Swap 1 - UBS and Trust.REDLINE.doc
 - Swap 2 - Enron - UBS.doc
 - Swap 2 - Enron - UBS.REDLINE.doc
 - Swap 3 - Enron - UBS.doc
 - Swap 3 - Enron - UBS.REDLINE.doc
 - Option 1 - UBS and Trust.doc
 - Call Option 1 - UBS and Trust.REDLINE.doc
 - Option 2 - Enron and UBS.doc
 - Option 2 - Enron and UBS.REDLINE.doc