Subject: "SDG&E OII".

Body: On November 2, 2000, the California PUC issued an Order Instituting Investigation into the adequacy of Sempra's, SoCal's and SDG&E's planning of SoCal's and SDG&E's gas transmission system and what measures should be taken to correct any deficiencies. The parties have been ordered to appear and show cause at a hearing (to be scheduled by the assigned ALJ) demonstrating that: - SDG&E has adequate gas and transmission supply for the 2000/2001 winter heating season, as well as the longer term throughout the year. If such supply is not adequate, SDG&E shall submit plans for obtaining an adequate supply. - SDG&E's gas and transmission supply is adequate to meet anticipated need for gas-fired electric generation. If not, SDG&E shall submit plans for obtaining adequate supply. - SDG&E's gas transmission service is not being adversely affected by interests of its corporate affiliates. - Recently added demands on SDG&E's capacity are not negatively impacting supply for SDG&E's customers, and are otherwise consistent with representations to the Commission. - SDG&E's current gas curtailment rules are just and reasonable; if not, SDG&E shall propose changes. A written response from the three parties on these issues is due on November 22. Other parties may file comments on the response within 10 days after the response is filed. The Commission also ordered SDG&E to evaluate whether an interim, interruptible program, which will provide cost incentives to those customers voluntarily electing interruptible service, is needed this winter. If so, SDG&E must submit a proposal for expedited Commission consideration. The OII represents the Commission's response to an Advice Letter filed by SDG&E requesting emergency review and approval of its proposal to temporarily revise the gas transportation service level elections of its large electric generation customers. The Advice Letter was heavily protested and was withdrawn by SDG&E. In my conversation with Mark Baldwin regarding our pending consulting agreement for monitoring California regulatory matters for Transwestern, I asked him to watch for Sempra's Nov. 22 filing and to advise whether he believes Transwestern should file comments or appear at the hearing that is to be scheduled. I will follow up with Mark, and provide you with a copy of the filing.

Subject: "Associate Super Saturday".

Body: We are bringing in Associate Candidates for Super Saturday this upcoming weekend and we are looking for associates to help host our Saturday evening dinner at Teala's, 3210 West Dallas. The dinner will be from 6:00 p.m. - 8:30 p.m. If you are available to help out please email Dolores Muzzy. We will also have another Associate Super Saturday on the weekend of November 30th - December 2nd. We will be in need again of dinner host for the Saturday evening dinner. It will be at the same time and also at Teala's. If you are not available this weekend but would like to participate on the next Associate Super Saturday please email Dolores Muzzy as well. Thanks for your participation.

Subject: "Financial Trading Documentation".

Body: If you didn't believe us before, I'm sure it is by now painfully clear that negotiating master swap agreements is a very lengthy process. My impression is that the commercial team in Portland is anxious to begin trading financially. If this is correct, it would be possible, at least from a legal point of view, to begin trading now under the existing documents. In each case where a master agreement is already in place, trades entered into before the amendments we want will certainly be binding on both parties. Our only issues with trading under these agreements are where we need more restrictive credit provisions and that resumption of trading before an amendment is signed reduces to some extent our negotiating leverage. As to the credit issue, only the credit group can decide whether or not to permit trading under the existing terms. As for the negotiating leverage, if the commercial people want to resume trading immediately, my suggestion would be to let them go ahead. If it turns out that additional leverage is needed, we can always stop trading. Where no master swap agreement exists, we have documentation available to enable trading on a limited basis until the master is signed. The so-called "omnibus" confirmation will work for any normal commodity derivative transaction and can be customized to include necessary credit provisions - even where multiple trades exist with the same counterparty. Tana has unsuccessfully tried to get you access to our Lotus Notes database so you could determine the status of any negotiation on an up-to-the-minute basis. She will be sending a monthly report of our progress until you get the necessary software to access the database. Of course, if any issues come up in the meantime, please continue to feel free to call.

Subject: "ABB transformer purchase".

Body:
I'm circulating some language for the ABB transformer purchase agreement. = =20 Please let me know if you have any problem with the language. The buy back language is new. The assignment language is intended to addre= ss=20 some concerns raised by ABB - the changes are marked in red. Buy back option. (5.4.3) At Purchaser=01,s option, Seller will arrange for storage of the Unit or Un= its=20 to be stored for up to one year following the successful conclusion of=20 factory testing. Purchaser shall pay the Purchase Amount in full, and will= =20 pay the actual storage charges, billed quarterly during the year the Unit o= r=20 Units are stored. Title and risk of loss shall be with Purchaser during th= is=20 storage period. Purchaser shall have the right (but not the obligation) to= =20 sell the Unit(s) back to Seller for 30% of Purchase Amount of the Unit(s)= =20 after the end of the one year storage period. Payment will be due 30 days= =20 after receipt of written notification by Purchaser of its intent to exercis= e=20 this option. Title and risk of loss shall be with Seller as of the time of= =20 payment. If Purchaser desires to sell the Unit(s) prior to the expiration of the one= =20 year storage period, Purchaser may request, and Seller agrees to act, as=20 broker for the re-sale of the Unit(s). The terms of the remarketing agreeme= nt=20 will be subject to mutual agreement. Changes to assignment language. 22.2 Assignment by Purchaser. This Agreement or any right or obligation= =20 contained herein may be assigned, from time to time, by Purchaser without= =20 Seller=01,s consent to: (i) Agent (in the case of an assignment by Purchaser) or an Affiliate of=20 either WestLB or Agent; (ii) a joint venture, partnership, limited liability company or other simil= ar=20 entity in which Agent or any of its Affiliates is a venturer, partner or=20 participant with no less than a nineteen and one-half percent (19.5%) equit= y=20 interest; (iii) any Lender; (iv) any Indemnified Party; (v) any entity for the purposes of financing or sale of the Facility; (vi) any party (1) for which Agent or any of its Affiliates has agreed to= =20 construct or develop a facility using the Equipment, or (2) to which the=20 Agent or any of its Affiliates has agreed to convey a power plant project= =20 which it has under development; or (vii) any contractor or developer (including, without limitation, Enron=20 Engineering & Construction Company and/or NEPCO) which is retained by Agent= =20 or any of its Affiliates to construct or develop a Facility using the=20 Equipment. In the case of an assignment to a party described in (ii), (vi), or (vii)= =20 (other than Enron Engineering & Construction or NEPCO), Seller shall be=20 entitled to request and receive an appropriate guaranty, letter of credit,= =20 payment bond or other reasonable form of payment security, in amount not to= =20 exceed the amount of the Purchase Amount remaining to be paid at the time o= f=20 the assignment, unless the assignor agrees to remain liable for all future= =20 liabilities under this Agreement. A letter of guaranty, letter of credit, = or=20 payment bond provided by an entity rated BBB+ or better shall be deemed to = be=20 an appropriate form of security for the purpose of this provision. Except for (i) through (vii) above, this Agreement may not be assigned by= =20 Purchaser to other parties without the prior written consent of Seller whic= h=20 shall not be unreasonably withheld, conditioned or delayed. Seller agrees = to=20 respond to any request for consent within thirty (30) Days following its=20 receipt of such request. Any failure to respond within the foregoing time= =20 period shall be deemed to be a grant by Seller of its consent to the propos= ed=20 assignment. In determining whether Purchaser shall be permitted to assign= =20 this Agreement, Seller shall only be deemed to be reasonable in withholding= =20 its consent if the proposed assignee does not have substantially the same o= r=20 better credit quality than Agent unless (a) the proposed assignee provides= =20 appropriate guaranties, letters of credit or other assurances of payment=20 issued by an entity or person with substantially the same or better credit= =20 quality than Agent, or (b) the assignor agrees to remain liable for all=20 future liability under this Agreement. Purchaser shall have the right to= =20 assign or pledge, from time to time, all or any portion of its right, title= =20 and interest in, to and under the Agreement as collateral for financing of= =20 any Facility without Seller=01,s consent. When duly assigned in accordance with the foregoing (including, following a= ny=20 collateral assignment, upon foreclosure by any collateral assignee) (i) thi= s=20 Agreement shall be binding upon and shall inure to the benefit of the=20 assignee (and all rights hereunder, including, without limitation, any and= =20 all warranty rights, shall be assigned to the assignee as if such assignee= =20 were an original party hereto), and (ii) the assignor shall be irrevocably= =20 relieved and forever discharged of all liability under this Agreement so lo= ng=20 as the assignee executes an assumption of such liabilities. Any other=20 assignment by Purchaser shall be void and without force or effect.=20 Notwithstanding the generality of the foregoing, in connection with any=20 assignment permitted under this Section 22.2 to any assignee, the Purchaser= =20 shall have the right, from time to time by Notice to Seller and without=20 Seller=01,s consent, to (i) designate such assignee to be the successor of= =20 WestLB hereunder, (ii) designate such assignee to be the successor of =20 =01&Agent=018 hereunder, (iii) designate such assignee as a sub-agent of th= e Agent=20 hereunder, and (iv) designate that such assignee has succeeded to all of th= e=20 rights and obligations of both WestLB and Agent, whereupon (notwithstanding= =20 the first WHEREAS clause hereof, but subject to any subsequent appointment = of=20 an =01&Agent=018 hereunder) each reference to =01&Purchaser=018 hereunder s= hall be deemed=20 a reference to such assignee acting in its individual capacity and each=20 reference to an =01&Agent=018 herein shall be deemed deleted. Upon any permitted assignment of the rights under this Agreement to acquire= a=20 Unit or Units, and the assumption (in accordance with the terms hereof) of= =20 the obligations related thereto, Seller shall enter into a separate purchas= e=20 agreement with the permitted assignee (each, a =01&Facility Agreement=018).= The=20 terms of each Facility Agreement will be in strict conformity with the term= s=20 and conditions of this Agreement, except for site specific changes as agree= d=20 by the Seller and such assignee. In no way shall the Facility Agreement=20 increase the liability or responsibility of Seller, Purchaser, or Agent und= er=20 this Agreement. The parties further agree that the provisions of this Agreement relating to= =20 assignment will only control the assignment of Purchaser=01,s or Agent=01,s= rights=20 and obligations under this agreement prior to Acceptance of the Unit to be= =20 assigned. Following Acceptance, Purchaser or Agent shall be permitted,=20 without Seller=01,s consent, to: (i) assign its rights under this Agreement= ,=20 (ii) convey any ownership interest that it may have in the Facility and/or= =20 (iii) convey any ownership interest that it may have in the entity which ma= y=20 own the Facility.