RE:

Here is the original response but the letter pretty much supercedes this
document. Let me know what else I can do.

Thanks,

Kim

-----Original Message-----
From: Nemec, Gerald
Sent: Friday, May 11, 2001 5:10 PM
To: Ward, Kim S.
Subject: Re:

Kim, Can you send me the original response. The attached letter only
contains the revisions to that letter.

Kim Ward/ENRON@enronXgate 05/11/2001 04:49 PM To: Gerald
Nemec/HOU/ECT@ECT cc: Subject:

Attached is my letter and here are the some additional terms -

Seller shall provide informal pricing information to Buyer on a regular
basis. Buyer and Seller can agree to a mechanism to facilitate this
process. Pricing for various risk management products can be provided at the
request of the customer.

Customer will not be exposed to daily prices, even during OFO periods

Seller can provide accounting services to handle all payables for
transportation capacity and therefore provide a consolidated statement for
gas supply and transportation.

Seller is prepared to work with the Buyer to manage any new acquisitions that
take place during the course of any agreement. However, Seller maintains the
right to reprice the products and services provided under such agreement if
such acquisition materially affects the scope of the original offer.

<< File: rfp revision letter.doc <<
They selected a three year deal, however, termination language will need to
be negotiated. We will wait for Mike Grigsby to get back to determine some of
that language. If they terminate with in one or two years, they will be
required to pay the difference in the demand charge for the period we
provided this service and the $.08.

Please let me know what else I can do to help facilitate this process.

Thanks,

Kim