ISDA Review (9/19/00)

Susan,

With respect to the comments provided by Rick Tucker I have provided my own
comments below to you and Sara:

Schedule:
Part 1:
I am OK increasing the default threshold to $3MM for PCES.

Part 5:
Sara may have comments on this.

Credit Support Annex:
Paragraph 13 -Threshold
I feel that if we provide a $10MM guaranty to PCES, they should have no
problem accepting a $10MM collateral threshold.

Paragraph 13 - L/C
I am OK with this.

Paragraph 13(m)
n/a

Schedule 1:
Probably need further discussion amongst ourselves.

I am out tomorrow, 9/20/00, but let's try and work on this towards the end of
the week.

Thanks
Russell

---------------------- Forwarded by Russell Diamond/HOU/ECT on 09/19/2000
05:48 PM ---------------------------

"Rick Tucker" <RTUCKER@PCENERGY.COM< on 09/19/2000 03:48:37 PM
To: susab.bailey@enron.com
cc: Harry Wijsman <Harry_Wijsman@pancanadian.ca<, russell.diamond@enron.com
Subject: ISDA Review (9/19/00)

Susan,

Please find attached PCES' review comments pertaining to the draft dated
8/8/2000. Let me know if you have questions or further needs.

Regards,
Rick

- Enron2.doc