Deutsche Bank AG

We have received the following executed Master Agreement:

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

Effective Date: December 29, 2000

Enron Entity: Enron North America Corp.

Counterparty: Deutsche Bank AG

Transactions Covered: Approved for all products, including FX

Confirming Entity: Deutsche Bank AG

Calculation Agent: Deutsche Bank AG

Governing Law: New York

Approved Branches For
Deutsche Bank: Brussels, Frankfurt, London, New York, Paris, Singapore,
Sydney, Tokyo

Agency Relationship: Deutsche Bank AG may act as Agent for Deutsche Bank
Securities, if they are specified as acting in such agency capacity in a
Confirmation.

PAYMENT NETTING: Cross transaction payment netting only applies to
Commodity Transactions. There is no payment netting for non-commodity
transactions.