Dale, here it is.  Michelle


------------------------------------------------------------------------------
---------------------------

Michelle Cash
Enron North America Corp.
1400 Smith Street
Houston, Texas  77002
(713) 853-6401
michelle.cash@enron.com

This message may contain confidential information that is protected by the 
attorney-client and/or work product privileges.
----- Forwarded by Michelle Cash/HOU/ECT on 06/19/2000 04:06 PM -----

	Ann Ballard@ENRON
	06/19/2000 10:23 AM
		 
		 To: Andrew Kelemen/HOU/ECT@ECT, Michelle Cash/HOU/ECT@ECT, David 
Aamodt/Enron@Gateway
		 cc: Mitchell Taylor/Corp/Enron@ENRON
		 Subject: Section 5.14 of Stock Purchase Agreement between Enron and Sierra 
Pacific Resources

I spoke with Keith Fullenweider at V&E regarding PGE's discharge of 
liabilities, and whether or not a consent would be required from Sierra 
Pacific Resources pursuant to Section 5.14 of the Stock Purchase Agreement.  
He agreed that settlement of this type of liability by PGE in the amounts 
discussed would not be material to PGE (even settlements with a broader group 
of individuals).  Payments made by PGE prior to the closing should not have 
any impact on Sierra's ownership of PGE or the value of PGE after closing.  
Enron has the right to dividend net income out of PGE before closing (up to 
certain limits).  Payment of liabilities would probably reduce the amount 
that Enron could dividend before closing.  Its not clear whether or not  the 
materiality standard was intended to be material to PGE and PGH II taken as a 
whole.  The amounts could be material to PGH II, but we assume that this 
would not be paid out of PGH II.  

I believe that the benefit plan at issue here is sponsored by Portland 
General Holdings, Inc.  That entity is not being sold to Sierra Pacific 
Resources.  I do not know whether or not there will be any employees that 
participate in that plan after PGE and PGH II are sold to Sierra.  Sierra 
will cause a new plan with similar benefits to be adopted at the time of the 
sale for PGE and PGH II employees.  I suppose that the plan sponsored by 
Portland General Holdings, Inc. might be terminated following the sale of PGE.

Please call me if you have further questions regarding the Stock Purchase 
Agreement between Enron and Sierra Pacific Resources.