<<Gas Transaction Agr. Execution (4-23-01).doc>>

Here is the "final" final version of the final, execution Support Agreement
(!).  It reflects Gerald's comment to eliminate the "(a)' at the front of
both of Section 3 and Section 7 and to fix the refernece to Discount Rate in
Exhibit 2.  Please fax signature pages ASAP to me at 301-280-6913 and call
to let me know it is coming.  Peter


PG&E National Energy Group and any other
company referenced herein that uses the PG&E name or
logo are not the same company as Pacific Gas and
Electric Company, the regulated California utility.  Neither
PG&E National Energy Group nor these other
referenced companies are regulated by the California Public
Utilities Commission.  Customers of Pacific Gas and Electric Company
do not have to buy products from these companies in order
to continue to receive quality regulated services from the utility.

 - Gas Transaction Agr. Execution (4-23-01).doc