See attached e-mail from PPL requesting a Master agreement.

Thanks !!
dp


Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490

----- Forwarded by Debra Perlingiere/HOU/ECT on 03/19/2001 10:50 AM -----

	geshay@pplweb.com
	03/15/2001 01:01 PM
		 
		 To: Debra.Perlingiere@enron.com
		 cc: 
		 Subject: Enron/PPL GISB?


Debra,

Since we currently have a Master in place with PPL Gas Utilities, we can do an
"identical" one with PPL EnergyPlus, LLC.  Draw it up in duplicate and mail it
out to me (I'm attaching a "Notices" sheet for you to use in preparing it).
Your Credit Department can contact our Alan A. Babp, Credit Risk Analyst, at
Phone: 610-774-6129 or email: aababp@pplweb.com.  OR they can go directly to
our web site (www.pplweb.com) and click on "Building Shareowner Value", which
will take them to our financial information page.

Debra, we also prefer to be the confirming party, but have become enamored of
"Both" since it forces our Trading Controls to compare our Confirmation
document with your Confirmation document. As a matter of interest, the 
existing
GISB we have with you, dated June 1, 1999, does in fact have "Both" parties
listed as confirming parties and your office prepared that document.

Your netting language is acceptable.

You and I know that the disclaimer states that the GISB is intended for
Interruptible transactions or Firm transactions of one month or less and that
it does apply to the Enron contract.  However, we have 141 other contracts 
that
are used for Firm transactions of up to one year (which is the maximum
allowable period the Fuel Trading group can commit to without higher, Vice
Presidential, approval and signature.  So, if we have the time period
specified, as I suggested, in the Special Provisions we have a much better
chance that our Traders will remember which contract to use, our data entry
personnel will cite the proper contract and, if not, our Trading Controls
personnel will spot and correct any that sneak by. So if it is just a
matter of resistance to duplication, I ask that you "bite the bullet" for I
would appreciate it if we could have the language included.

Thanks for your response.

Gary E. Shay
Sr. Contracts Coordinator
PPL EnergyPlus, LLC
Two North Ninth Street
Allentown, PA 18101
geshay@pplweb.com
Phone: 610-774-4802
Fax: 610-774-5077

-----Original Message-----
From: Debra.Perlingiere@enron.com [mailto:Debra.Perlingiere@enron.com]
Sent: Thursday, March 15, 2001 11:52 AM
To: Shay, Gary E.
Subject: Re: Enron/PPL GISB?



Gary,

Thanks for your e-mail,  attached is a sample of our Master.  I notice we
currently have a Master in place with PPL Gas Utilities?

In response to your previous e-mail my comments  are as follows:

We cannot agree to both parties confirming.  ENA prefers to be the
confirming party.

Section 13.5  NY law is fine.

Our netting language is a stated below:

In  the  event  that Buyer and Seller are each required to pay an amount in
the  same Month hereunder, then such amounts with respect to each Party may
be  aggregated  and  the  Parties  may  discharge  their obligations to pay
through  netting,  in  which  case  the  Party,  if  any, owing the greater
aggregate  amount  may  pay  to  the other Party the difference between the
amounts owed.

Your  suggest to stipulate a 30 day limitation on usage for the contract is
not  necessary  as this condition is stated at the bottom of the first page
in   the   disclaimer.   With  regards  to  limitation,  we  do  not  limit
transactions to one year.

(See attached file: Sam3102.doc)

Finally, with regards to the Master, our credit department will need to
speak to someone in your office for credit information.


Best regards,
Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490

 - EPlusIn2.doc