Here's the draft that we discussed on Friday morning. Please take a look at
it and let me know what you think (Jim is on vacation in New York this
week). We've kept it brief. We put the upstream capacity in here in case you
had achieved any further clarity on the disposition of those contracts, but
it should be easy to remove if needed. We also changed from a two-month term
to a three-month term because in the event that neither of us terminates the
contracts by Feb. 15, we could then extend this agreement if we desired and
not end up trying to sell the awkward block of March/April. Please let me
know if you have any questions, and I look forward to discussing the draft.
Thanks, and talk to you soon.

 <<enron revised dec 17__.doc>> 

Leslie.Ferron-Jones@neg.pge.com
503-833-4350


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