Sara, I wanted to let u knwo that under the FERC rules, we have to file the 
Enron side letter for the physical master agreement in the same manner that 
we filed the original agt between Enron and Allegheny.  Our PA office is 
handling that and, if I am not mistaken, has taken of that yesterday.  I do 
not think that EPMI is requried to file with the FERC because u are a power 
amrekter, but I am wondering whether u do such filings anyway.

-----Original Message-----
From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
Sent: Friday, April 13, 2001 9:41 AM
To: YYaish@exchange.ml.com
Subject: RE: ISDA Schedule/Paragraph 13



Yair:

I've left a message with Tracy Ngo (in Portland) and will let you know as
soon as I hear from her.  How long will you be in the office today?

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com



                    "Yaish, Yair
                    (OGC)"                To:     
"'Sara.Shackleton@enron.com'" <Sara.Shackleton@enron.com>
                    <YYaish@exchan        cc:
                    ge.ml.com>            Subject:     RE: ISDA 
Schedule/Paragraph 13

                    04/13/2001
                    08:28 AM






Sara, Allegheny would like to be able to assign to affilaites in the same
manner that we are allowing Enron to make an ssignment so long as the Gty
goes along.  In our case, however, there is no gty, hence the stipualtion
that such assignment must be to an entity with an equal or better credit
rating.  If you wish, I can limit such assignment to an entity rated at
least BBB+ or better.  Would that resolve your concerns?

-----Original Message-----
From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
Sent: Thursday, April 12, 2001 12:26 PM
To: YYaish@exchange.ml.com
Subject: RE: ISDA Schedule/Paragraph 13



Yair:

It's a good thing you didn't try to get back to me!  Sorrry.

(See attached file: AlleghenyCPformacceptR1.DOC)

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com



                    "Yaish, Yair
                    (OGC)"                To:
"'Sara.Shackleton@enron.com'" <Sara.Shackleton@enron.com>
                    <YYaish@exchan        cc:
                    ge.ml.com>            Subject:     RE: ISDA
Schedule/Paragraph 13

                    04/12/2001
                    10:16 AM






Sara, sorry i didn't get back to you yesterday, I was out sick.  I didn't
notice anything attached, did u send a subsequent e-mail?

-----Original Message-----
From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
Sent: Wednesday, April 11, 2001 4:01 PM
To: YYaish@exchange.ml.com
Cc: Tracy.Ngo@enron.com
Subject: RE: ISDA Schedule/Paragraph 13
Importance: High



Yair:

Attached is my redline.  Call me so that we can discuss the remaining
issues, including:

(1)  Calculation Agent.  We believe that the existing dispute mechanism is
adequate.

(2)  Procedures for Entering into Transactions.  There is no procedure for
dual confirms.  This is too confusing.

(3)  Transfer.  We cannot agree to your assignment provision as it is too
subjective.

The other changes were not substantive.


Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com



                    "Yaish, Yair
                    (OGC)"                To:
"'Sara.Shackleton@enron.com'" <Sara.Shackleton@enron.com>
                    <YYaish@exchan        cc:
                    ge.ml.com>            Subject:     RE: ISDA
Schedule/Paragraph 13

                    04/10/2001
                    07:46 AM






Sara, any thoughts on my comments ISDA I sent out last week?


-----Original Message-----
From: Yaish, Yair (OGC)
Sent: Thursday, April 05, 2001 6:19 PM
To: 'Sara.Shackleton@enron.com'
Subject: RE: ISDA Schedule/Paragraph 13


Sara, I have good news, I think we are very close to executing this baby.

I am attahcing comments to the ISDA.  They reflect comments by our outside
cousel which highlight the differences between this contract and the side
letter/ML ISDA.  They are not much.  I have also made some changes directly
on their draft where I either concurred with Enron or needed to make some
of my own changes.  Pls review and let me know what you think.

I will be leaving the office soon, so if we can wrap it up tomorrow that
would be great (I'm out Monday for Passover).


Yair Yaish
Director and Senior Counsel
Allegheny Energy Global Markets, LLC
212-236-7346



-----Original Message-----
From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
Sent: Friday, March 30, 2001 4:10 PM
To: yyaish@exchange.ml.com
Subject: ISDA Schedule/Paragraph 13


Yair:

Attached is a blacklined (against the Enron North America Corp. draft of
3/15/01) Schedule and Paragraph 13 to the ISDA Credit Support Annex.  I
have tried to incorporate the essence of the March 19, 2001 "swap side
letter agreement."  Please call me to discuss as it would be nice to
finalize by April 6.  Thanks.

(See attached file: 098a Blackline ctr (Allegheny Energy Supply).doc)


Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com