RE: ISDA Master Agreement and Deemed ISDA

Sara: Attached are EWEB's markup of Enron's response to EWEB's proposed
ISDA Schedule. As we discusssed, in order to isolate the items that remain
to be resolved, I simply "accepted" all of your modifications and then
redlined items EWEB wants modified or returned to EWEB's original proposal.

Also, in regard to the Confirmations and our discussion regarding their
execution in connection with authorizing Resolution to be considered by the
EWEB Board on December 5th, EWEB proposes the following language be added to
the end of the first paragraph of each Confirmation: "This Transaction will
become effective and enforceable upon the final approval of its terms by the
EWEB Board of Commissioners and issuance of an authorizing legal opinion by
counsel for EWEB."

As for the remainder the terms of the Confirmation, i.e., the "deemed ISDA"
portion, EWEB requests that you incorporate any proposed changes included in
our redline to the general ISDA Schedule.

Finally, I understand from Dick Varner at EWEB that he is in the process of
arranging a conference call tomorrow regarding the credit arrangements.
Thanks for assisting in setting this up.

-Jim

-----Original Message-----
From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
Sent: Tuesday, November 28, 2000 3:25 PM
To: Jdeason@chbh.com
Cc: Holli.Krebs@enron.com; Dick.Varner@eweb.eugene.or.us;
bert.dunn@dweb.eugene.or.us; Tracy.Ngo@enron.com; Susan.Bailey@enron.com
Subject: ISDA Master Agreement and Deemed ISDA

Jim:

As a follow up to our conversation of yesterday, please note the following:

(1) I have not received your comments to our blackline of EWEB's ISDA
Schedule.

(2) I have not received your suggested language to the Deemed ISDA
confirmation.

Please verify whether or not you emailed these to me yesterday as promised.

Also, Holli Krebs has offered to try to organize a conference call to
discuss the Paragraph 13 to the ISDA Credit Support Annex. Tracy Ngo from
our credit group and I will be available to answer any questions. As soon
as we have your comments, I can provide you with a blackline.

Please let me know if there is anything further that I can do. Thanks.
Sara

- EWEB Response to Enron Markup of ISDA Schedule 11-28-00.doc