please let me know if you have any comments asap. thanks
----- Forwarded by Elizabeth Sager/HOU/ECT on 05/09/2001 09:25 AM -----

	"Witalis, Lawrence (Law)" <LCW4@pge.com>
	05/08/2001 07:56 PM
		 
		 To: "'Elizabeth.Sager@enron.com'" <Elizabeth.Sager@enron.com>
		 cc: "Pearce, Karola (Law)" <KKP2@pge.com>, "Wan, Fong (Corp)" 
<Fong.Wan@pge-corp.com>, "Kuga, Roy" <RMK4@pge.com>, "Bar-Lev, Joshua (Law)" 
<JXB7@pge.com>, "Sena, David" <DJSt@pge.com>, "Foley, Jack" <JRFc@pge.com>, 
"Witalis, Lawrence (Law)" <LCW4@pge.com>, "'lisa.mellencamp@enron.com'" 
<lisa.mellencamp@enron.com>
		 Subject: RE: PG&E and Enron Standstill Agreement


Elizabeth:  PG&E cannot accept the added language as you have presented it;
as you well appreciate, it arguably would have the effect of diminishing
PG&E's current rights.  I have accepted your changes and provided a revision
that I think more fairly preserves each party's status quo rights.  Please
keep in mind that PG&E already is agreeing to a modification of the LC
drawing events as an accommodation to Enron.  In light of that and of our
need to cooperate and move forward, I hope you can leave things as they
appear in this revision.  I'll try to call you tomorrow to confirm.  And,
thanks for attending to this.  Larry



-----Original Message-----
From: Elizabeth.Sager@enron.com [mailto:Elizabeth.Sager@enron.com]
Sent: Tuesday, May 08, 2001 1:41 PM
To: Witalis, Lawrence (Law)
Subject: RE: PG&E and Enron Standstill Agreement



In accordance with my voice mail, here is a revised standstill that
incorporates the concept I referred to in my voice mail.  Please give me a
call after you've had a chance to review.

Thanks
Elizabeth Sager
713 853 6349

(See attached file: standstill2.doc)




                    "Witalis,

                    Lawrence             To:
"'Elizabeth.Sager@enron.com'" <Elizabeth.Sager@enron.com>
                    (Law)"               cc:     "Anderson, David W (Law)"
<DWA3@pge.com>, "Pearce, Karola (Law)"
                    <LCW4@pge.com        <KKP2@pge.com>

                    >                    Subject:     RE: PG&E and Enron
Canadian Gas Master


                    05/08/2001

                    02:38 PM









Elizabeth:  Good to hear from you.  David Anderson is immersed in the
agreement, and he should be the one youwork with on it (415-973-6659;
dwa@pge.com).  By the way, we seem to have stalled a bit on finalizing the
stand-still agreement, which, as I last understood it, had only one
remaining issue, namely, the wording of the drawing provision for the LCs.
Can we get that one behind us, also?  Thanks.  Larry

-----Original Message-----
From: Elizabeth.Sager@enron.com [mailto:Elizabeth.Sager@enron.com]
Sent: Tuesday, May 08, 2001 6:24 AM
To: LCW4@pge.com
Subject: RE: PG&E and Enron Canadian Gas Master



Hi Larry


I spoke with Peter Keohane and Mark Powell from our Canadian office and
they would be available at any time today, Tues the 8th , to go over the
Canadian Gas Master between ECC and PG&E.  Let me know what time works for
you.

Thanks
Elizabeth
713 853 6349



 - enronstandstill3.doc