RE: PG&E-ENRON AGREEMENT

Dan: I have sent your modifications to Dave Anderson (Law) for review.

I will need to prepare two separate Enron agreements for final execution,
once we agree on terms. 1) Enron North America and 2) Enron Canada Corp.
Also, I would like to show the effective date October 1, 1999 on both
agreements, if you concur.

thanks,
Charlotte
< ----------
< From: Dan J Hyvl[SMTP:dhyvl@ect.enron.com]
< Sent: Tuesday, December 21, 1999 7:45 AM
< To: Baxter, Charlotte
< Subject: Re: PG&E-ENRON AGREEMENT
<
< <<File: PG&Emaster-red.doc<<<<File: PG&Emaster.doc<<
<
<
< Charlotte,
< I am attaching a redline and clean copy of the changes that I have
< made to
< the contract draft you forwarded to me in November. Note that I deleted
< the
< language "Unless expressly herein provided," and "Except as provided under
< the
< indemnity provisions of Article 9.1 and 9.2 Article 11.1" from the
< sentence in
< the middle of Article 11.5. The reason being that "actual damages" is the
< remedy under those provisions. I also changed the language slightly in
< the
< addition to the end of Article 11.2 to clarify that the 60 days was a cap
< on the
< period of Force Majeure except for your requested exception dealing with
< Seller's Transporter.
< Please let me known if we can utilize the modified version and
< proceed to
< execution copies before the end of the year.
<
< (See attached file: PG&Emaster-red.doc)(See attached file: PG&Emaster.doc)
<