PLEASE READ: Pacific Gas & Electric Company

We have received the following executed ISDA Master Agreement:

Type of Contract: ISDA Master Agreement (Multicurrency-Cross Border)

Effective Date: 05/15/00

Executed Date: 06/09/00

Enron Entity: Enron North America Corp.

Counterparty: Pacific Gas & Electric Company

Transactions Covered: All products covered except pulp & paper and FX

ALL PARTIES PLEASE NOTE:

1. DIVISION TRADING. This counterparty may elect to do additional financial
trading under two divisions, its Core Procurement Department or its
California Gas Transmission Department. If the Counterparty does elect to
trade under these divisions, such trades should also be done under this
master agreement. No other divisions should be approved for any financial
trading for Pacific Gas & Electric Company without prior approval from
Legal. However, for regulatory purposes, payments cannot be netted between
Pacific Gas & Electric Company and any/either of the two divisions. All
payments must be treated separately. It is critical that the
PAYMENT/SETTLEMENT GROUP captures this correctly.

(CREDIT, the agreement does provide for closeout netting.)

2. Canadian and US Trades: All financial trades with this counterparty,
whether entered in with Houston or Calgary traders must be done under this
master agreement. THE CONFIRMATION DESK needs to make note of this.

3. GLOBAL CONTRACTS: When we open them up to trade online, we need to make
sure that all of the financial products go under this master agreement.
Under no circumstance should they see a GTC if they transact any financial
product.

3. ONLINE TRADING: It is critical that the above information is captured
correctly before we can open them up for online trading. I will verbally
confirm with each of the Online Team, Confirmation Desk, Global Contracts,
and Payments/Settlements that we have this setup correctly before Legal
approves them to trade online.