Sithe/Independence On & Off Peak MW Turndown Transaction Agreements

Jason --

Attached are draft transaction agreements for the on and off peak periods for
the months
of November and December. Regarding the side letter agreement which
addresses the
end of the quarter true-up calculation for negative monthly revenue sharing
amounts, it is
Enron's desire to include this calculation in these transaction agreements.
We propose
the language as shown in the attached transaction agreements. It will permit
that the
true-up calculation will occur whether or not the December Off Peak
Transaction is done.

Please call me if you have any other comments and changes at 713-853-1667.

Sorry for the delay,

Ruth