First Union Securities, Inc.

Sara and Susan,

Thank you for sending your draft Paragraph 13.  I've looked it over and
wanted to follow up on whether you've received terms from your Credit Dept.

Thanks,

Vijay K. Suchdev
Vice President
Equity Derivatives
First Union Securities, Inc.
Telephone: (212) 909-0951
Facsimile: (212) 891-5042
email: vijay.suchdev@funb.com <mailto:vijay.suchdev@funb.com>

	-----Original Message-----
	From:	Bailey, Susan [SMTP:Susan.Bailey@enron.com]
	Sent:	Wednesday, September 26, 2001 12:12 PM
	To:	vijay.suchdev@funb.com
	Cc:	Shackleton, Sara
	Subject:	FW: ISDA Master Agreement


	Mr. Suchdev,

	Attached is our sample form of Paragraph 13, which supplements the
ISDA
	Credit Support Annex boilerplate.   Once Credit has furnished us
with
	the terms under a Credit Worksheet, we will be able to provide a
version
	which includes the credit features.

	Hope this helps in the interim.

	 <<sample paragraph 13.doc>>

	Susan S. Bailey
	Enron North America Corp.
	1400 Smith Street, Suite 3803A
	Houston, Texas 77002
	Phone: (713) 853-4737
	Fax: (713) 646-3490
	Email: Susan.Bailey@enron.com


	>  -----Original Message-----
	> From: 	Shackleton, Sara
	> Sent:	Wednesday, September 26, 2001 10:57 AM
	> To:	Bailey, Susan
	> Cc:	Rohauer, Tanya
	> Subject:	FW: ISDA Master Agreement
	>
	> Susan:  While Tanya is reviewing credit, can you please send a
"blank
	> form Paragraph 13" for this master.  Just our standard.  Caveat:
	> subject to credit review even though there are blanks.  Thanks.
Sara
	>
	>  -----Original Message-----
	> From: 	"Suchdev, Vijay" <vijay.suchdev@funb.com>@ENRON
	>
[mailto:IMCEANOTES-+22Suchdev+2C+20Vijay+22+20+3Cvijay+2Esuchdev+40fun
	> b+2Ecom+3E+40ENRON@ENRON.com]
	> Sent:	Wednesday, September 26, 2001 10:14 AM
	> To:	Shackleton, Sara
	> Cc:	Gray, Steven
	> Subject:	RE: ISDA Master Agreement
	>
	> First Union Securities, Inc.
	>
	> Hi Sara,
	>
	> I just wanted to follow up on whether you will have a chance to
send a
	> draft
	> Credit Support Annex (similar in form to the one previously
executed
	> with
	> ENA).  I understand you may not have credit approval yet so
perhaps we
	> can
	> leave the appropriate sections blank in the meantime.
	>
	> Thanks and regards,
	>
	> Vijay K. Suchdev
	> Vice President
	> Equity Derivatives
	> First Union Securities, Inc.
	> Telephone: (212) 909-0951
	> Facsimile: (212) 891-5042
	> email: vijay.suchdev@funb.com <mailto:vijay.suchdev@funb.com>
	>
	> 	-----Original Message-----
	> 	From:	Shackleton, Sara [SMTP:Sara.Shackleton@enron.com]
	> 	Sent:	Tuesday, September 25, 2001 3:27 PM
	> 	To:	Vijay.Suchdev@funb.com
	> 	Subject:	ISDA Master Agreement
	>
	> 	Vijay:
	>
	> 	I've been trying to call you for about an hour, but the
circuits
	> are
	> all
	> 	busy.  Sometimes it's easier for NY to call out than for us
to
	> call
	> NY.
	> 	I'll be in my office for about an hour before meetings.
Also, I
	> am
	> free
	> 	in the morning.  We'll need to recall exactly where we were
at
	> the
	> 	beginning of August.  Thanks.  Sara
	>
	> 	Sara Shackleton
	> 	Enron Wholesale Services
	> 	1400 Smith Street, EB3801a
	> 	Houston, TX  77002
	> 	Ph:  (713) 853-5620
	> 	Fax: (713) 646-3490
	>
	>
	>
	>
	>
**********************************************************************
	> 	This e-mail is the property of Enron Corp. and/or its
relevant
	> affiliate and may contain confidential and privileged material for
the
	> sole
	> use of the intended recipient (s). Any review, use, distribution
or
	> disclosure by others is strictly prohibited. If you are not the
	> intended
	> recipient (or authorized to receive for the recipient), please
contact
	> the
	> sender or reply to Enron Corp. at
	> enron.messaging.administration@enron.com
	> and delete all copies of the message. This e-mail (and any
attachments
	> hereto) are not intended to be an offer (or an acceptance) and do
not
	> create
	> or evidence a binding and enforceable contract between Enron Corp.
(or
	> any
	> of its affiliates) and the intended recipient or any other party,
and
	> may
	> not be relied on by anyone as the basis of a contract by estoppel
or
	> otherwise. Thank you.
	>
	>
**********************************************************************
	>
	>
	> This is for your information only and is not an offer to sell, or
a
	> solicitation of an offer to buy, the securities or instruments
	> mentioned.  The information has been obtained or derived from
sources
	> believed by us to be reliable, but we do not represent that it is
	> accurate or complete.  Any opinions or estimates contained in this
	> information constitute our judgement as of this date and are
subject
	> to change without notice.  First Union Securities, Inc. (FUSI), or
its
	> affiliates may provide advice or may from time to time acquire,
hold
	> or sell a position in the securities mentioned herein.  FUSI is a
	> subsidiary of Wachovia Corporation and is a member of the NYSE,
NASD
	> and SIPC.  FUSI is a separate and distinct entity from its
affiliated
	> banks and thrifts.
	>  << File: sample paragraph 13.doc >>


This is for your information only and is not an offer to sell, or a solicitation of an offer to buy, the securities or instruments mentioned.  The information has been obtained or derived from sources believed by us to be reliable, but we do not represent that it is accurate or complete.  Any opinions or estimates contained in this information constitute our judgement as of this date and are subject to change without notice.  First Union Securities, Inc. (FUSI), or its affiliates may provide advice or may from time to time acquire, hold or sell a position in the securities mentioned herein.  FUSI is a
subsidiary of Wachovia Corporation and is a member of the NYSE, NASD and SIPC.  FUSI is a separate and distinct entity from its affiliated banks and thrifts.