We have received an executed ISDA Master Agreement:

Type of Contract:  ISDA Master Agreement (Multicurrency-Cross Border)

Effective Date:   April 4, 2001

Enron Entity:   Enron North America Corp.

Counterparty:   Tucson Electric Power Company

Transactions Covered:  Approved for all products with the exception of:  
Foreign Exchange

Confirming Entity:  ENA

Choice of Law:   Texas

Copies will be distributed.

Stephanie Panus