PG&E Standstill - Final Draft

Attached is the final version of the Standstill Agreement that Larry Witalis
and I have been working on. As has been discussed, the Standstill Period
would be until June 20th, the LCs would be extended until June 29th and the
draw condition re 20 day expiry would be deleted.

Please review the attached and let me know if this would be OK to execute
tomorrow and send to PG&E for signature.

Bill - please confirm the amounts of the LCs.

Thanks
Elizabeth
713 853 6349