Eugene Water & Electric Board ("EWEB")

Attached is the Schedule we sent and Par. 13.
----- Forwarded by Sara Shackleton/HOU/ECT on 11/29/2000 08:24 AM -----

Susan Bailey
11/13/2000 04:48 PM

To: jdeason@chbh.com, Holli Krebs/HOU/ECT@ECT, Tracy Ngo/PDX/ECT@ECT, Edward
Sacks/Corp/Enron@Enron
cc: Sara Shackleton/HOU/ECT@ECT
Subject: Eugene Water & Electric Board ("EWEB")

All,

Attached is a redlined version of the draft form of (a) Schedule to the ISDA
Master Agreement, and (b) Paragraph 13 to the ISDA Credit Support Annex. The
attached tracks the changes between the 11/3/2000 draft presented by EWEB,
with that of the 11/10/2000, being presented here for review.

If you have any questions, you may call me at the number set for below or you
may contact Sara at (713) 853-5620.

Further, attached is a draft of the proposed resolution language for
derivative transactions, which EWEB's board must adopt.

Susan S. Bailey
Enron North America Corp.
1400 Smith Street, Suite 3806A
Houston, Texas 77002
Phone: (713) 853-4737
Fax: (713) 646-3490
E:mail: Susan.Bailey@enron.com