From our end, we would like to have the direct reference to the specific 
confirm.  I know it is a little more hassle, but it works better for us 
politically.

>>> <Sara.Shackleton@enron.com> 05/01/01 01:14PM >>>
Dick:

I never heard back from you regarding my email of 4/18/01.  I had asked if
you would mind revising the forms of certificate which we will attach to
each trade confirmation.

We would appreciate revisions to the April 12, 2001 certificates.  This
will be the format for all future transactions.

Please send revisions to Kimberly Hundl.  Her phone number is (713)
853-1647 and fax if (713) 646-2443.

Thanks.

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 05/01/2001 03:07 PM -----

                    Sara
                    Shackleton           To:     "Dick D VARNER" 
<Dick.Varner@EWEB.Eugene.OR.US>@ENRON
                                         cc:     Kimberly 
Hundl/Corp/Enron@Enron
                    04/18/2001           Subject:     Re: Representations for 
ISDA Transaction(Document link: Sara
                    10:57 AM             Shackleton)





Dick:

I am suggesting a minor change to the "Power Risk Management Committee"
certificate (to eliminate the reference to the Exhibit "A").  If we leave
the reference in the certificate, you will always have to label the confirm
as Exhibit "A" and resend the completed papers to us.  Please let me know
if you are alright with this change.  If so, we ask that you please resend
the certificate dated April 12, 2001.  If you do not wish to make the
change, please resend the two certificates to which the confirmation
labeled Exhibit "A" is attached.

Please call if you have any questions.  Thanks.

(See attached file: EWEBISDA Confirm RepresentationsR1.doc)

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



                    "Dick D VARNER"
                    <Dick.Varner@EWEB.Eug        To:     
<Sara.Shackleton@enron.com>
                    ene.OR.US>                   cc:     
<Holli.Krebs@enron.com>
                                                 Subject:     Re: 
Representations for ISDA Transaction
                    04/12/2001 07:00 PM






Thanks, Sara.  No problem making the changes.

>>> <Sara.Shackleton@enron.com> 04/12/01 01:56PM >>>

Dick:

Attached are my comments to the certificates.  We will need to attach the
form of confirmation to be certain that each particular transaction is
authorized.  Let me know if you have any questions.  Thanks.

(See attached file: EWEBISDA Confirm RepresentationsR1.doc)

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



                    "Dick D VARNER"
                    <Dick.Varner@EWEB.Eug        To:
<sara.shackleton@enron.com>
                    ene.OR.US>                   cc:
<Holli.Krebs@enron.com>, "Bert I DUNN"

<Bert.Dunn@EWEB.Eugene.OR.US>
                    04/12/2001 11:09 AM          Subject:
Representations for ISDA Transaction






Attached are drafts of two certificates which I believe will satisfy you
needs.  Please get back to me with any comments.

(See attached file: ISDA Confirm Representations)