Re: Representations for ISDA Transaction

Dick:

I never heard back from you regarding my email of 4/18/01. I had asked if
you would mind revising the forms of certificate which we will attach to each
trade confirmation.

We would appreciate revisions to the April 12, 2001 certificates. This will
be the format for all future transactions.

Please send revisions to Kimberly Hundl. Her phone number is (713) 853-1647
and fax if (713) 646-2443.

Thanks.

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 05/01/2001 03:07 PM -----

Sara Shackleton
04/18/2001 10:57 AM

To: "Dick D VARNER" <Dick.Varner@EWEB.Eugene.OR.US<@ENRON
cc: Kimberly Hundl/Corp/Enron@Enron
Subject: Re: Representations for ISDA Transaction

Dick:

I am suggesting a minor change to the "Power Risk Management Committee"
certificate (to eliminate the reference to the Exhibit "A"). If we leave the
reference in the certificate, you will always have to label the confirm as
Exhibit "A" and resend the completed papers to us. Please let me know if you
are alright with this change. If so, we ask that you please resend the
certificate dated April 12, 2001. If you do not wish to make the change,
please resend the two certificates to which the confirmation labeled Exhibit
"A" is attached.

Please call if you have any questions. Thanks.

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

"Dick D VARNER" <Dick.Varner@EWEB.Eugene.OR.US<
04/12/2001 07:00 PM

To: <Sara.Shackleton@enron.com<
cc: <Holli.Krebs@enron.com<
Subject: Re: Representations for ISDA Transaction

Thanks, Sara. No problem making the changes.

<<< <Sara.Shackleton@enron.com< 04/12/01 01:56PM <<<

Dick:

Attached are my comments to the certificates. We will need to attach the
form of confirmation to be certain that each particular transaction is
authorized. Let me know if you have any questions. Thanks.

(See attached file: EWEBISDA Confirm RepresentationsR1.doc)

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

"Dick D VARNER"
<Dick.Varner@EWEB.Eug To:
<sara.shackleton@enron.com<
ene.OR.US< cc:
<Holli.Krebs@enron.com<, "Bert I DUNN"
<Bert.Dunn@EWEB.Eugene.OR.US<
04/12/2001 11:09 AM Subject: Representations
for ISDA Transaction

Attached are drafts of two certificates which I believe will satisfy you
needs. Please get back to me with any comments.

(See attached file: ISDA Confirm Representations)