I can confirm Peter's assertion that the changes we have requested to the Canadian form have yet to be incorporated into the US form. Generally, the US form is the same as the form which PG&E provided to ECC back in 2000 (with the exception that the US form has been amended to contemplate confirmations through EnronOnline and the insertion of the price indices to use to calculate liquidated damages).  As a result, some of our comments (i.e. the idea that a transaction is entered at the time of the telephone conversation/online transaction and is not dependent upon a confirmation being issued) would apply equally to both the US form and the Canadian form.

 However, there are a number of changes which would have no bearing on the US form.  They are:

1.	insertion of representations and warranties relating to:
a.  eligible financial contracts under Canadian insolvency law;
b.  certain Canadian securities representations;

2.	amendments to Article 4 - Delivery Point - whereby the delivery point is to be in Canada (However, the US Form does contain the clause relating to extraction rights at Cochrane Extraction Point (in s.4.1) which we are seeking to fix.);

3.	amendments to the liquidated damages mechanics in the Canadian form which utilize AECO/NIT as a basis.  The amended US Form includes a number of alternative indices (however, the amended US form does not contemplate changes to or lack of availability of the chosen indices); and

4.	in Article 11, amendments to the Canadian form re: Delivery Point force majeure may not be applicable to the US form.

In addition to the Canadian jurisdiction matters, there are certain amendments which we are seeking for Enron Canada which are not applicable to the US form.  These requests were needed for the Canadian form because PG&E's counsel made a number of unsolicited changes to the Canadian form in his draft in May, 2001 which are not found in the US form.  For example:

1.	amendments to section 2.2 on tape retention is not necessary in the US form as there is merely an obligation to protect the tapes from improper access (as oppose to an obligation to protect the tapes from loss or tampering);

2.	      our amendments to the payment netting provisions of section 7.7 are not necessary for the US form as the US form does not restrict netting of payments solely to monthly payments for Gas deliveries;

3.	      our proposed amendments to the collateralization provisions of section 8.2 are not as key as the US form does not have a clause which (i) would effectively bar Enron from calling for collateral or (ii) include an acknowledgement that any security may require the approval of the Bankruptcy Court; and

4.	      our proposed changes to section 8.3 are not applicable as the US form does not provide PG&E with the excuse of "lack of Bankruptcy Court consent" with respect to the provision of collateral.

Hopefully, this gives you an idea of where we are at with the two documents.  If you have further questions prior to our meeting tomorrow, please give me a call at 820-6708.

Thanks,

Mark

 -----Original Message-----
From: 	Keohane, Peter  
Sent:	Wednesday, September 19, 2001 7:51 AM
To:	Tycholiz, Barry
Cc:	Powell, Mark
Subject:	RE: PG&E Documents

Mark can do, but as general proposition I think tht you can assume that none of the changes to the Canadian form have been made to the US form, some of which will be jurisdictional to Canada and others of which will not.  Mark please prepare a brief summary.

 -----Original Message-----
From: 	Tycholiz, Barry  
Sent:	Wednesday, September 19, 2001 6:47 AM
To:	Powell, Mark
Cc:	Keohane, Peter
Subject:	PG&E Documents

If one of the exercises is to standardize ( as best as possible the two agreements) I think we need to create a document that identifies the variance in the agreements. Has this been done and if so, can I have a copy to review. I have gone through both the US and Canadian agreements but am not sure where some of the subtle differences lie.

Call if you want to discuss.

BT