Re: Confidentiality Agreement/Privileged and Confidential

Thanks for the help Dan. I didn't know if Jeff was in today or not. I will
forward Jeff's version to you for reference purposes. I think the best
course of action is to mark up their form with the changes we would need and
add whatever you think is necessary. Then we'll just e-mail it back to them
for comments. It seems to me they are trying to drag their feet, so if we
can push them a little that would be great.

Enron North America Corp.

From: Dan J Hyvl 11/29/99 10:57 AM

To: George McCormick/HOU/ECT@ECT
cc:
Subject: Re: Confidentiality Agreement/Privileged and Confidential

George,
I am not sure what language Jeff had proposed; however, I would note that 5
years from disclosure is too long. I would suggest that the period be
shortened 3 years from the date of the agreement or 2 years from
disclosure. The choice of law as New Jersey is also a problem, I would
prefer Texas or New York. Also, the correct name for ENA is Enron North
America Corp. Please let me know how you want to respond to their draft of
the document.

Enron North America Corp.

From: George McCormick 11/29/99 09:04 AM

To: Dan J Hyvl/HOU/ECT@ECT
cc:
Subject: Confidentiality Agreement/Privileged and Confidential

Dan,
Can you compare this CA sent to us by PSE&G to the standard one Jeff had sent
them?

Thanks,
George
---------------------- Forwarded by George McCormick/HOU/ECT on 11/29/99
09:03 AM ---------------------------

From: Jeffrey T Hodge 11/24/99 01:24 PM

To: Dan J Hyvl/HOU/ECT@ECT
cc: George McCormick/HOU/ECT@ECT
Subject: Confidentiality Agreement/Privileged and Confidential

Dan, you may have to help George with this while I am away. Thanks, Jeff
---------------------- Forwarded by Jeffrey T Hodge/HOU/ECT on 11/24/99 01:23
PM ---------------------------

Enron North America Corp.

From: George McCormick 11/23/99 05:53 PM

To: Jeffrey T Hodge/HOU/ECT@ECT
cc:
Subject: Confidentiality Agreement/Privileged and Confidential

Jeff,

I just received this. I thought you would like to look it over with me.

Thanks,
George
---------------------- Forwarded by George McCormick/HOU/ECT on 11/23/99
05:53 PM ---------------------------

"Carretta, Kenneth R." <Kenneth.Carretta@pseg.com< on 11/23/99 04:15:54 PM
To: George McCormick/HOU/ECT@ECT
cc: "Wohlfarth, David W." <David.Wohlfarth@pseg.com<
Subject: Confidentiality Agreement/Privileged and Confidential

Mr. McCormick,

As the request of Dave Wohlfarth, I am forwarding to you a proposed form of
confidentiality agreement to govern the exchange of confidential
information in connection with a proposed transaction between PSE&G and
Enron.

Kenneth R. Carretta
Assistant General Solicitor

<<condientiality ENA.doc<<

- condientiality ENA.doc