Dana -

Thanks for your comments. As to the name, that is taken care of. As to
Paragraph 2, I believe the language merely requires that the fact that
disclosure of the Confidential Information (CI) has been made, that a review
of the CI is underway or that discussions between the parties are underway
(including the status of these discussions) are the only things prohibited by
this provision. It does not say that the existence of the agreement cannot
be disclosed. If there is any particular part that you find objectionable,
let's talk about it as this is a provision that is fairly standard for Enron
and carries some importance.

Mark
Senior Counsel, EWS
Phone: 713-345-8897
Facsimile: 713-646-3490
E-Mail: Mark.Greenberg@enron.com



"Dana C. Grogan" <dcgrogan@cmsenergy.com<
05/11/2001 08:52 AM

To: Tana.Jones@enron.com
cc: "Debbie T. Adams" <dtadams@cmsenergy.com<, Stephen.Abbanat@enron.com,
Mark.Greenberg@enron.com
Subject: NDA - CMS Energy - Panhandle Pipe Line Companies


This agreement should be in the name of Panhandle Eastern Pipe Line
Company.

We want to strike item #2. The language provides that we will not disclose
the "existence" of the confidentiality agreement. Normally, we only agree
not to disclose the confidential information.

If these changes are acceptable, we will be ready to arrange a meeting.

If you have any questions or comments, please contact me.

Dana Grogan
dcgrogan@cmsenergy.com
(713) 989-7230





Tana.Jones@enron.com on 04/03/2001 01:10:13 PM

To: tsmehta@cmsenergy.com
cc: Stephen.Abbanat@enron.com, Mark.Greenberg@enron.com
Subject: NDA - CMS Energy - Panhandle Pipe Line Companies


At the request of Stephen Abbanat, I am attaching our proposed form of
Non-Disclosure Agreement. We would appreciate it if you could please
verify whether "CMS Energy-Panhandle Pipe Line Companies" is the correct
legal name of your company. If you have any comments or questions, please
call Mark Greenberg, Senior Counsel, at (713) 345-8897as I will be on
vacation the rest of this week.

(See attached file: cms energy.doc)


(See attached file: cms energy.doc)




- cms energy.doc