Allegheny Energy Supply Company LLC Credit Worksheets

Sam: Please prepare ASAP. The Merrill party referenced is "Merrill Lynch
Capital Services" which we'll need to review.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas 77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 03/15/2001 10:00 AM -----

Tracy Ngo
03/14/2001 09:52 PM

To: Janice R Moore/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT
cc: William S Bradford/HOU/ECT, Rhonda L Denton/HOU/ECT@ECT, Genia
FitzGerald/HOU/ECT@ECT, Elizabeth Sager/HOU/ECT@ECT, Shari Stack/HOU/ECT@ECT
Subject: Allegheny Energy Supply Company LLC Credit Worksheets

Janice/Sara,

Attached please find the fully, negotiated credit terms for an Amended Master
Energy Purchase and Sale Agreement between CP and EPMI as well as the new
credit terms for an ISDA Master Swap Agreement between CP and ENA.

Janice/Sara: Please ensure that Specified Entities for the ISDA include
Enron Corp. and EPMI, and that the setoff provisions in both the ISDA and
Master Power are consistent.

Sara: In the essence of time, Merrill Lynch showed Allegheny Energy the
existing ISDA between ENA and Merrill Lynch. So, Allegheny's attorneys have
reviewed the ISDA terms that we had with Merrill in order to "get up to
speed" with the ISDA that Allegheny would end up having with ENA via
assignment or "reproduction of some sort." After the financial gas and power
deals are assigned completely to Allegheny, ENA will continue to have
interest rate swaps/and maybe even a weather swap with Merrill. That being
said, I don't think we can necessarily "assign" the ISDA with Merrill to
Allegheny. I think we will need to "reproduce" the majority of the terms to
a new ISDA w/Allegheny.

Please let me know if you have any questions.

Regards,
Tracy
503-464-8755

(revised terms for existing Master Power) (new terms for ISDA)