Re: Transfer and Assumption Agreement

One more clause we need -- not sure which doc ought to include it at this
point, but I think it belongs in the Allegheny side letter, b/c it's aimed at
getting continuing reps as if these transactions are being "entered into"
under our master:

"Allegheny Energy Supply Company, LLC represents and warrants to EPMI that
all the representations and warranties in the Power Master are true and
correct as of the effective date of this agreement."

Regards,
Janice

EB3861
Assistant General Counsel, Enron North America Corp.
713-853-1794 (Fax: 713-646-4842)

kpolozie@mwe.com
03/15/2001 12:55 PM

To: Janice.R.Moore@enron.com, sshackl@enron.com, TeiglandL@sullcrom.com,
gilbergd@sullcrom.com, yyaish@exchange.ml.com
cc: ppantano@mwe.com, rpaul@mwe.com, daron@mwe.com, darezina@mwe.com
Subject: Transfer and Assumption Agreement

Attached please find the Transfer and Assumption Agreement. In the interest
of
time, I am sending this document to all parties simultaneously. Thus, Merrill
Lynch and/ or Sullivan & Cromwell may have further comments.

Best regards,

Kate Polozie

Katarina B. Polozie
McDermott, Will & Emery
kpolozie@mwe.com
(202) 756-8130
(See attached file: WDC99_390293_11.DOC)

******************************************************************************
*******

This message is a PRIVATE communication. If you are not the intended
recipient, please do not read, copy, or use it, and do not disclose it to
others. Please notify the sender of the delivery error by replying to this
message, and then delete it from your system. Thank you.
******************************************************************************
*******

For more information on McDERMOTT, WILL & EMERY please visit our website at:
http://www.mwe.com/

- WDC99_390293_11.DOC