Attached are drafts of documents that we prepared and LLGM fixed.
----- Forwarded by Elizabeth Sager/HOU/ECT on 12/21/2000 08:33 AM -----

	"MICHAEL W E DIDRIKSEN" <MDIDRIKSEN@LLGM.COM>
	12/20/2000 09:52 PM
		 
		 To: David.mitchell@cwt.com, rick.antonoff@cwt.com, 
elizabeth.sager@enron.com, mark.e.haedicke@enron.com, mike.d.smith@enron.com, 
mike_d_smith@enron.com, shari.stack@enron.com, "SAMUEL BEHRENDS" 
<SBEHREND@LLGM.COM>
		 cc: "JOHN G KLAUBERG" <JKLAUBER@LLGM.COM>
		 Subject: Settlement Agreement re PGE


Per the request of John Klauberg, attached please find a first draft of a 
Settlement Agreement and an Assignment and Assumption Agreement relating to 
the proposed transaction between EES, EPMI, PGE and Morgan Stanley.  We look 
forward to discussing these drafts with you at your earliest convenience.

All attached documents are in MSWord 97 format.  If you have any questions, 
please call me at the number listed below.

Sincerely,

Michael Didriksen

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Michael Didriksen
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, NY  10019
(212)424-8352
fax:  (212)424-8500
mdidriksen@llgm.com

 - Settlement Agreement 12-20.doc
 - Assignment and Assumption Agreement 12-20.doc