Mr. Guinn:

Pursuant to Sara Shackleton's request, I am attaching for your review a proposed Second Amendment to ISDA Master Agreement amending the existing amendment to change the Part 4 section references.  Please advise if the attached document is acceptable, and I will have two copies signed and forward to you for execution by Bank of America.  Please do not hesitate to contact us with any questions or comments.

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