Hi Susan,
I understand that Sara is out until Monday, 3/12.  Based on your email
regarding the dates of comments provided, it appears that you did not
include First Union's requested additions to the Confidentiality provision
(emailed on Jan 24th).  Please let me know if these changes are problematic
for Enron, or if the reason they were not included was just an oversight.
I've attached again for your reference:

I've attached your confidentiality provision with our requested insertions
(underlined) below.
(j) Confidentiality.  The contents of this Agreement and all other
documents relating to this Agreement, and any information made available by
one party or its Credit Support Provider to the other party or its Credit
Support Provider with respect to this Agreement is confidential and shall
not be disclosed to any third party (nor shall any public announcement
relating to this Agreement be made by either party), except for such
information (i) as may become generally available to the public, other than
as a result of a disclosure in violation of the terms hereof (ii) as may be
required or appropriate in response to any summons, subpoena, or otherwise
in connection with any litigation or to comply with any applicable law,
order, regulation, ruling, or accounting disclosure rule or standard,
whether in response thereto or upon initiation by either party in defending
itself, reducing its liability, or protecting or exercising any of its
claims, rights, remedies or interests under or in connection with this
Agreement or any Transaction (iii) as may be obtained from a
non-confidential source that disclosed such information in a manner that did
not violate its obligations to the non-disclosing party or its Credit
Support Provider in making such disclosure, or (iv) as may be furnished to
the disclosing party's Affiliates, and to each of such person's auditors,
attorneys, advisors or lenders which are required to keep the information
that is disclosed in confidence.

Thanks,
Dee
Delene M. Travella
Vice President
Capital Markets, Derivatives
Telephone: (704) 383-8778
Facsimile: (704) 383-0575
email: delene.travella@funb.com

> -----Original Message-----
> From: Susan.Bailey@enron.com [SMTP:Susan.Bailey@enron.com]
> Sent: Tuesday, February 27, 2001 9:24 AM
> To: delene.travella@funb.com
> Cc: Sara.Shackleton@enron.com; Paul.Radous@enron.com
> Subject: ISDA w/ First Union National Bank
> Importance: High
>
> Dee,
>
> Attached for your review is a blacklined version of the: (a) Schedule and
> (b) Paragraph 13 to the ISDA Master Agreement.   These have been compared
> against the draft dated 11/8/2000, and include ENA's accepted changes per
> your (a) faxed comments transmitted to ENA on January 5, 2001, and  (b)
> e-mail comments transmitted to ENA on January 19th, 2001.
>
> We look forward to your response.
>
> (See attached file: 163actr(ena-firstunion).doc)
>
> Cordially,
> Susan S. Bailey
> Enron North America Corp.
> 1400 Smith Street, Suite 3806A
> Houston, Texas 77002
> Phone: (713) 853-4737
> Fax: (713) 646-3490
> E:mail:  Susan.Bailey@enron.com << File: 163actr(ena-firstunion).doc >>