Stephanie,

This document reflects our changes.  Please contact me if there are any
problems with these.  We, too, would really like to get this completed
today.  Thanks!
(Also, we need a copy of the paper confirmation faxed to us as we cannot
confirm that a financial trade between CNR and ENA was done at all in
October, 2001 specifically:  "WE BOUGHT A 2500MMBTU/DAY SWAP ON 10/17/01
BEG 11/01 THRU 2/28/02")


(See attached file: assignment ltr red-lined (Enron's) CNR to TPC (Enron
trades).doc)


Maribeth Bedevian
Manager, Contract Administration
EnergyUSA-TPC Corp.
EnergyUSA-Appalachian Corp.
phone: 713-369-7415
fax: 713-369-7505
mbedevian@nisource.com




                    "Panus,
                    Stephanie"               To:     Maribeth Bedevian/TPC/Enterprise@NiSource
                    <Stephanie.Panus@        cc:     "Sayre, Frank" <Frank.Sayre@enron.com>
                    enron.com>               Subject:     Assignment Agreement

                    11/16/2001 01:43
                    PM






Maribeth,
As you requested, attached is the Assignment Agreement.  We look forward
to receiving your comments and completing the assignment.

 <<assign035(energyusa).doc>>

Stephanie Panus
Senior Legal Specialist
Enron Wholesale Services
1400 Smith Street, EB3803C
Houston, Texas  77002
ph:  713.345.3249
fax:  713.646.3490
email:  stephanie.panus@enron.com



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(See attached file: assign035(energyusa).doc)


 - assignment ltr red-lined (Enron's) CNR to TPC (Enron trades).doc 
 - assign035(energyusa).doc