Debbie:

Are you alright with AIG disclosing transaction terms to a third party as a possible assignee of those trades?  If so, David and I can have the confidentiality provisions of the GTC's waived for this purpose and we can proceed.  

Thanks.  Sara

 -----Original Message-----
From: 	Barbara_Morgen@aigi.com@ENRON  
Sent:	Monday, November 12, 2001 5:12 PM
To:	Shackleton, Sara
Cc:	Portz, David; Brackett, Debbie R.; Brent_Gundlah@aigi.com; Peter_Galbraith@aigi.com
Subject:	Re: financial and physical transaction assignment


Dear Sara:

I've drafted two simple forms of waiver for each of Enron North America
Corp. and Enron Power Marketing, Inc.  If these are acceptable we can fax
them to you in the morning.  Thanks for your help with this.

Regards,
Barbara Morgen

(See attached file: EnronGas.doc)

(See attached file: EnronPower.doc)






"Shackleton, Sara" <Sara.Shackleton@enron.com> on 11/12/2001 04:10:03 PM

To:   Barbara Morgen/AIGTC/US@AIGTC
cc:   "Portz, David" <David.Portz@enron.com>, "Brackett, Debbie R."
      <Debbie.R.Brackett@enron.com>
Subject:  financial and physical transaction assignment


Barbara:

Contact details below.  Please propose a form of waiver.  I'll talk to
credit and ask that you identify trades, assignee, etc.  Please call if
you have further questions.  Thanks.  Sara

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



**********************************************************************
This e-mail is the property of Enron Corp. and/or its relevant affiliate
and may contain confidential and privileged material for the sole use of
the intended recipient (s). Any review, use, distribution or disclosure by
others is strictly prohibited. If you are not the intended recipient (or
authorized to receive for the recipient), please contact the sender or
reply to Enron Corp. at enron.messaging.administration@enron.com and delete
all copies of the message. This e-mail (and any attachments hereto) are not
intended to be an offer (or an acceptance) and do not create or evidence a
binding and enforceable contract between Enron Corp. (or any of its
affiliates) and the intended recipient or any other party, and may not be
relied on by anyone as the basis of a contract by estoppel or otherwise.
Thank you.
**********************************************************************


 - EnronGas.doc 
 - EnronPower.doc