** Proprietary **

Michelle:  We have reviewed just the areas ofchange and have the following adjustment to make regarding the agreement between TW and SoCalGas.

Here's what we are thinking.

Paragraph 7 Right to Terminate

(c) delete this part--does not consummate the Transwestern-SoCal Agreement on or before March 31, 2002,

(c) insert this language--if Transwestern accepts a FERC Certificate that requires incremental shippers under the Red Rock expansion to subordinate their delivery rights at the SoCal Needles deliver point to other existing shippers...

>>> "Lokay, Michelle" <Michelle.Lokay@ENRON.com> 05/10/01 09:08AM >>>