Tremaine:

My only comment is to Section 1 (Escrow Property).  Please substitute "NWG"
for "Depositors" in the first line of this Section.

Thanks,

Marisa

-----Original Message-----
From: Wright, Tremaine S. [mailto:TremaineWright@paulhastings.com]
Sent: Wednesday, May 30, 2001 6:50 PM
To: 'estelle.lawrence@citi.com'; 'mreuter@kslaw.com'
Cc: Kahn, Marguerite R.
Subject: Northwestern/Enron - Attached Files


Attached please find copies of the Escrow Agreement and the Escrow
Agreement signature page.  Please execute three copies of the signature page
and send them to my attention at Paul, Hastings, Janofsky & Walker, 399 Park
Avenue, New York, New York 10022.

Should you have any questions or comments please call me at (212)318-6653.
<<Escrow Agreement_v5.DOC>>  <<Escrow Agreement Signature Page_v1.DOC>>

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