F.Y.I.  Mark

-----Original Message-----
From: Kevin_T_Howell@dom.com [mailto:Kevin_T_Howell@dom.com]
Sent: 29 November 2001 08:43
To: Frevert, Mark
Subject: Master Netting Agreement


Kevin T Howell
Dominion Energy Clearinghouse
Ph: (804) 273-4848
Fax: (804) 273-4445

__________________

Mark

My phone message this morning relates to the Master Netting Agreement that
we have been negotiating with your team for the past several days.  It is
my understanding that the language on both the ISDA and the Master Netting
Agreement have been agreed to but Enron is unwilling to sign either under
the current circumstances.  While we would like to get the ISDA signed and
have offered a margin holiday as an incentive, I also see your side of the
issue.  I would however ask you and your team to separate the two issues
and at least sign the Master Netting Agreement.

Based on Enron's stated goal to protect its core energy trading business,
Dominion is still transacting with Enron.  The Master Netting Agreement
should be in both of our interest by providing needed liquidity for
additional transactions.  I believe that everyone in this industry would
like to see Enron's energy trading emerge intact and Dominion would like to
provide whatever reasonable support we can towards that goal. The Master
Netting Agreement is a critical issue for us and represents the centerpiece
of out ongoing relationship with Enron.

Mark, I realize that your plate is extremely full right now and this issue
is not at the top of your list. I would simply ask that you ask the Enron
team that has worked on this the past days to remain engaged with our team
and bring this to finality.

Kevin T Howell
Dominion Energy Clearinghouse
Ph: (804) 273-4848
Fax: (804) 273-4445