Subject: "Letter of Intent".

Body: Jason: I thought that your drfat letter of intent looked fine. Just a few commments. In section 6 - Conditions, could you put something in there similar to the "Approvals" section in the November 10th letter since possibly HSR and FERC approval may be needed? Alos, in Attachment A, in Section 3 could you sya something to the effect that if tthere is no master in place with Enron and a particular counterparty then Enron needs to be satisfied with the terms of the master that is in place between Mrechant and such counterparty. I thought that the Assignment Agreement was very weak and that we need something more than that. Withg respect to the consent, the concept of the assigned transaction be goverened by our Master needs to be in there. Enclosed is the template that we have used in the Columbia deal. Call me if you have any questions. The only time that I won't be reachable today is from 11:30-2. Carol

Subject: "Procter & Gamble Master ISDA".

Body: Susan: I need to see if we ever incorporated any P&G comments into any prior draft. Then we should redraft a new master (but let's speak with Ed first). Thanks. Sara

Subject: "Open due diligence items".

Body: Andy, UBS has given us a list of open due diligence items made by UBS' Market Risk Group. We would like to have due diligence completed by this evening so that we might sign soon thereafter. Below are the items for which you were identified as NetCo contact. Please let me know the status of this information and send it to me as soon as possible. If you need any assistance from me, do not hesitate to call. 3) Detailed explanation of funding assumptions which would include what levels the traders expected to receive funding from Treasury and how Treasury derived both overnight and term internal lending rates. - Andy Zipper 4) A detailed description of how volatility curves are currently being built. Description should include what inputs are used, are outputs consistent with inputs, and are these curves independently verified by a internal control group. - Andy Zipper Regards,

Subject: "NYPA ISDA".

Body:
Attached is a clean and blacklined draft of the changes to the ISDA Schedule. We have also attached the proposed form of Enron Corp. Guaranty and the legal opinions of Enron North America and Enron Corp. The opinions of Cadwalader with respect to the ISDA and the Guaranty will be sent shortly under separate cover from Susan Lobel at Cadwalader. It appears the only remaining issue on the ISDA is the "Conditions Precedent" provision which NYPA is still considering. Please let me know if these changes meet with your approval.