NYSG ISDA Negotiation

Sara,
Here is the last email exchanged with Jason. My notes below state the
last status I had:

10/6/00 -Attorney conference call with Jason Peters - transfer, arbitration
and fall back - finalized but Jason must check with Enron counsel. Called
Jason for status 10/27/00. Susan Baily called to say their attorneys are
backlogged (Sara Shakelton) and not pushing the IDSA remaining comments
(arbitration, transfer) until we are doing business again 11/20/00.
Emailed Jason for status since trading swaps 12/8/00. Left voice mail
message for Jason 1/5/01 for status. Contacted Sara for status 3/26/01 -
left message.

Suggest we set up a conference call with our Attorney Janine Huber to
finalize any remaining issues. What is your availability this week?

Maria

----- Forwarded by Maria R. Gelnett on 03/27/2001 03:12 PM -----

Maria R.
Gelnett To: jpeters@andrews-kurth.com
cc:
10/04/2000 Subject: ISDA Negotiation
12:57 PM

Jason,
In addition, please consider:

4(d) - Removal of reference to confirm since using standard ISDA form.
5(j)© - Make it bilateral.

Thank you.
---------------------- Forwarded by Maria R. Gelnett on 10/04/2000 12:52 PM
---------------------------

Maria R. Gelnett
10/04/2000 09:26 AM

To: Jason.Peters@enron.com @ INTERNET
cc:
Subject: ISDA Negotiation

Per my voice mail message.
---------------------- Forwarded by Maria R. Gelnett on 10/04/2000 09:28 AM
---------------------------

Maria R. Gelnett
08/02/2000 01:36 PM

To: susan.bailey@enron.com
cc: Janine Huber@nyseg.com
Subject: ISDA Negotiation

Susan,
Here is the proposed language:

Part 1(g) - fifth line, ...if any, and the combined net worth of the Party
and its Credit Support Provider is not materially diminished as a result
thereof,

Part 5 (b) - (k) Commodity Options. With respect to Transactions
involving commodity options, it is a producer, processor or commercial user
of, or merchant handling, the commodity which is the subject of the
commodity option Transaction, or the products or byproducts thereof, and
that it enters into the commodity option Transaction solely for purposes
related to its business as such.

Part 6 (f) - (i) "Negotiated Fallback", provided that references to the
fifth Business Day shall be to the first Business Day;
(ii) "Fallback Reference Price";
(iii) "No Fault Termination".

Here is NYSEG's original version of the Master and CSA. It does not need
to be considered at this point of negotiation.

(See attached file: MSTRnyseg0600.DOC)(See attached file:
CREDITnyseg0600r.DOC)

p.s. They originally were sent email to Marie Heard on 3/23/00.

Please contact me to set up a time for our Attorney's to discuss
arbitration.
Thank You.

Maria Gelnett

- MSTRnyseg0600.DOC
- CREDITnyseg0600r.DOC