Sara -

At the point the language was agreed to in the below agreement we may not
have been aware of the regulatory contraints under PUHCA that does not allow
for the inclusion of Affiliates under Set-Off (we may actually have to amend
that agreement to carve it out).

With respect to the our ISDA, I will make sure to forward to Anthony the
provision in question and ask him when he has some availability to get on a
call in the beginning of next week to discuss.

Regards,
Michelle


-----Original Message-----
From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
Sent: Thursday, October 18, 2001 2:27 PM
To: MSternberg@aeglobalmarkets.com
Cc: Tracy.Ngo@enron.com
Subject: RE: ENRON/ALLEGHENY ISDA


Michelle:

Per my voice mail, please:

(1) review the Master Energy Purchase and Sale Agreement dated March 1,
2000 (Section 4.4(d)) between Allegheny Energy Supply Company LLC and Enron
Power Marketing, Inc., as amended, for your previously negotiated setoff
language, and

(2) please forward a copy of the proposed setoff language to Anthony Wilson
so that he can explain what portion of the provision violates Section 6 of
PUHCA.  I will be available for a call at his (and your) convenience.

Thanks.  Sara

Sara Shackleton
Enron Wholesale Services
1400 Smith Street, EB3801a
Houston, TX  77002
Ph:  (713) 853-5620
Fax: (713) 646-3490


    -----Original Message-----
   From:   "Sternberg, Michelle" <MSternberg@aeglobalmarkets.com>@ENRON
   Sent:   Wednesday, October 17, 2001 9:33 AM
   To:     Shackleton, Sara
   Cc:     Yaish, Yair
   Subject:  FW: ENRON/ALLEGHENY ISDA

   Sara -

   I spoke with Yair about your suggestion to have a "unilateral" approach
   to
   include Affiliates for yourselves but not for us since we are restricted
   by
   PUHCA (as explained by Anthony Wilson, our in house regulatory attorney)
   and
   he is inclined to not agree to your request (our approach is either if
   applied to both of us or neither of us).

   Let me know if you need to discuss this further - in which case we will
   get
   on a call (Yair, you and myself) to discuss.

   Regards,
   Michelle

   -----Original Message-----
   From: Sternberg, Michelle
   Sent: Tuesday, October 16, 2001 3:18 PM
   To: 'Sara.Shackleton@enron.com'
   Cc: Yaish, Yair
   Subject: RE: ENRON/ALLEGHENY ISDA


   Sara -

   I have spoken with our in-house regulatory specialist and she has
   informed
   me that we cannot agree to include our regulated or non-regulated
   Affiliates
   in Set Off under the Public Utility Holding Company Act without getting
   approval from the SEC.

   Please advise if we can proceed on the ISDA with carving out Affiliates
   in
   Set Off, as per our original request.

   Regards,
   Michelle

   Allegheny Energy Global Markets
   Office of General Counsel
   909 Third Avenue, 32nd Floor
   New York, New York 10022
   (T) 212-224-8718
   (F) 212-224-8446/8711



   -----Original Message-----
   From: Sternberg, Michelle
   Sent: Friday, October 12, 2001 3:35 PM
   To: 'Sara.Shackleton@enron.com'
   Cc: Yaish, Yair
   Subject: RE: ENRON/ALLEGHENY ISDA


   Sara -

   I am checking internally if we can agree to the below.  I will get back
   to
   you in the beginning of next week.

   Regards,
   Michelle

   Allegheny Energy Global Markets
   Office of General Counsel
   909 Third Avenue, 32nd Floor
   New York, New York 10022
   (T) 212-224-8718
   (F) 212-224-8446/8711

   -----Original Message-----
   From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
   Sent: Tuesday, October 09, 2001 7:38 PM
   To: MSternberg@aeglobalmarkets.com
   Cc: Marie.Heard@enron.com
   Subject: RE: ENRON/ALLEGHENY ISDA


   Michelle:

   With respect to your setoff request, we cannot agree to eliminate setoff
   for your non-regulated affiliates.  Perhaps you could provide us with
   the
   regulated affiliate(s) for a carve out.  I look forward to hearing from
   you.  Regards.

   Sara Shackleton
   Enron Wholesale Services
   1400 Smith Street, EB3801a
   Houston, TX  77002
   Ph:  (713) 853-5620
   Fax: (713) 646-3490


       -----Original Message-----
      From:   "Sternberg, Michelle" <MSternberg@aeglobalmarkets.com>@ENRON


[mailto:IMCEANOTES-+22Sternberg+2C+20Michelle+22+20+3CMSternberg+40aeglobalm
   arkets+2Ecom+3E+40ENRON@ENRON.com]


      Sent:   Wednesday, September 26, 2001 11:14 AM
      To:     Shackleton, Sara
      Cc:     Heard, Marie
      Subject:  ENRON/ALLEGHENY ISDA

      Sara -

      As per Marie's instructions, please find attached a blackline
      incorporating
      the changes that will be required to be made in the final form of
   ISDA
      (modifications to the Notice and Set-Off provisions).  The attached
   is
      the
      last version that I have but if the changes are acceptable, I would
      suggest
      that you take the changes and incorporate it into your form of
   agreement
      since it is the final version.

       <<ENRON ISDA.REVISED 9.26.01.doc>>

      Once reviewed, please let me know if the changes are acceptable - at
      which
      point you can forward to me a revised Schedule (without the signature
      page)
      via e-mail and I can have the agreement countersigned and replace the
      Schedule with your revised Schedule.

      Thank you for your patience.

      Regards,
      Michelle



       - ENRON ISDA.REVISED 9.26.01.doc << File: ENRON ISDA.REVISED
      9.26.01.doc >>



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