Stewart,

As promised, attached is the sample agreement for municipalities.

Stephanie


---------------------- Forwarded by Stephanie Panus/NA/Enron on 02/15/2001 
11:23 AM ---------------------------
From: Sara Shackleton@ECT on 02/15/2001 10:51 AM
To: Stephanie Panus/NA/Enron@Enron
cc:  

Subject: ISDA/Financial Trades for Washington State PUD's and Muni's

Stephanie:  Please see me about a "draft ISDA municipal format".  Let's talk 
as soon as you have a minute and prioritize.  Thanks.  Sara

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
----- Forwarded by Sara Shackleton/HOU/ECT on 02/15/2001 10:46 AM -----

	Stewart Rosman
	02/09/2001 12:02 PM
		 
		 To: Sara Shackleton/HOU/ECT@ECT
		 cc: 
		 Subject: ISDA/Financial Trades for Washington State PUD's and Muni's

Sara -

Jeff Fuller is interested in pursuing ISDA's with a number of his other 
customers after a successful experience with Merced Irrigation District.  He 
would like a generic ISDA to start with and hopes to negotiate four ISDA's in 
the near future.  The purpose of the ISDA will be to hedge their price risk 
once they get a piece of slice (this is a BPA plan to allocate slices of 
their system to customers).  Feel free to call me if you have any questions 
at 503-464-3810.


Stewart
---------------------- Forwarded by Stewart Rosman/HOU/ECT on 02/09/2001 
10:45 AM ---------------------------
   
	Enron Capital & Trade Resources Corp.
	
	From:  Jeff Fuller <JFuller@prmllp.com>                           02/09/2001 
08:06 AM
	

To: "'Stewart Rosman'" <Stewart.Rosman@enron.com>
cc:  
Subject: ISDA/Financial Trades for Washington State PUD's and Muni's


Stewart,

PRM has 4 utility clients (Benton PUD, Franklin PUD, Grays Harbor PUD and
City of Richland) that will be purchasing BPA's Slice product beginning
October 1, 2001.  I want to get the process started to get ISDA's in place
between Enron and these utilities.  We are currently in the beginning stages
of discussing financial trades with their legal counsel.  Fortunately for
Enron, I think we can have one attorney represent all 4 of PRM's clients.
(FYI, that attorney will be Doug Rosenberg at Preston Gates & Ellis in
Seattle.)

To get started, I'd like Enron to forward to me copies of the ISDA agreement
that you would propose as the starting point for discussions.  I also ask
that you send me a list/examples of any other documentation Enron will
require (e.g., legal opinion, board resolution, etc.).  Please send just one
set of documentation at this point.  I want to get the basic legal review
process underway before you prepare four different sets of documents.  I'd
also like to request that when we get to the point of having Enron's
attorney walk through the ISDA with our attorney, that Enron use Sara
Shackleton.  Sara was great to work with when we went through this for
Merced, and I think she'd be extremely helpful once again as we venture into
new territory with these 4 utilities.

Thanks for your help.

Jeff