JP Morgan Chase - Executed Letter Agreement

We have received an executed Letter Agreement in connection with the Interest Rate and Currency Exchange Agreement dated as of April 5, 1994 between ENA and The Chase Manhattan Bank ("Chase") (the "Chase Agreement") and the Master Energy Price Swap Agreement dated as of May 28, 1992 between ENA and Morgan Guaranty Trust Company of New York ("Morgan") (the "Morgan Agreement"). On November 10, 2001 (the "Merger Date"), Morgan will merge with and into Chase and will operate under the name JP Morgan Chase Bank.

Upon the Merger Date (1) JP Morgan Chase Bank will succeed to all rights and obligations of Chase and Morgan, (2) all outstanding transactions between ENA and Morgan shall be governed by and subject to the Chase Agreement, and (3) the Morgan Agreement shall be terminated.

Copies will be distributed.

Samantha M. Boyd
Senior Legal Specialist
Enron Wholesale Services
1400 Smith Street, EB3803
Houston, Texas 77002
Ph: (713) 853-9188
Fax: (713) 646-3490