Revised EEI Cover Sheet (2)

Dear Tom -

When you get a chance, can you please fax over the SMUD "Board Resolution"
that you mentioned last week? I believe that it dealt with SMUD"s authority
as well as delegation.

Thanks,

Shari Stack
Enron North America, Legal Department
Tel: (713) 853-9477
Fax: (713) 646-3490
----- Forwarded by Shari Stack/HOU/ECT on 03/08/2001 03:27 PM -----

Shari Stack
03/08/2001 12:17 PM

To: tingwer@smud.org, rjelici@smud.org
cc: Stewart Rosman/HOU/ECT@ECT, Tracy Ngo/PDX/ECT@ECT, Carol St
Clair/HOU/ECT@ECT, Dan J Hyvl/HOU/ECT@ECT, Laird Dyer/SF/ECT@ECT, Kim
Ward/HOU/ECT@ECT, bbrunel@smud.org, Marino.Monardi@smud.org
Subject: Revised EEI Cover Sheet

Dear Tom and Ron,

Attached please find the revised EEI Cover Sheet which hopefully captures all
the modifications agreed between SMUD and Enron. I have blacklined in all the
modifications for ease of reference. Please let me know if I have overlooked
something.

The Amendment Agreement for the ISDA should be coming shortly from my
colleague, Carol St. Clair.

Please let me know if you have any comments to the EEI.

Thanks!

Shari Stack
Enron North America, Legal Department
Tel: (713) 853-9477