Michelle:

With respect to your setoff request, we cannot agree to eliminate setoff for your non-regulated affiliates.  Perhaps you could provide us with the regulated affiliate(s) for a carve out.  I look forward to hearing from you.  Regards.

Sara Shackleton
Enron Wholesale Services
1400 Smith Street, EB3801a
Houston, TX  77002
Ph:  (713) 853-5620
Fax: (713) 646-3490


 -----Original Message-----
From: 	"Sternberg, Michelle" <MSternberg@aeglobalmarkets.com>@ENRON [mailto:IMCEANOTES-+22Sternberg+2C+20Michelle+22+20+3CMSternberg+40aeglobalmarkets+2Ecom+3E+40ENRON@ENRON.com] 
Sent:	Wednesday, September 26, 2001 11:14 AM
To:	Shackleton, Sara
Cc:	Heard, Marie
Subject:	ENRON/ALLEGHENY ISDA

Sara -

As per Marie's instructions, please find attached a blackline incorporating
the changes that will be required to be made in the final form of ISDA
(modifications to the Notice and Set-Off provisions).  The attached is the
last version that I have but if the changes are acceptable, I would suggest
that you take the changes and incorporate it into your form of agreement
since it is the final version.

 <<ENRON ISDA.REVISED 9.26.01.doc>>

Once reviewed, please let me know if the changes are acceptable - at which
point you can forward to me a revised Schedule (without the signature page)
via e-mail and I can have the agreement countersigned and replace the
Schedule with your revised Schedule.

Thank you for your patience.

Regards,
Michelle



 - ENRON ISDA.REVISED 9.26.01.doc << File: ENRON ISDA.REVISED 9.26.01.doc >>