RE: Confidentiality Agreement

----- Forwarded by Elizabeth Sager/HOU/ECT on 05/31/2001 10:51 AM -----

Brent Hendry@ENRON
05/30/2001 05:02 PM

To: Elizabeth Sager/HOU/ECT@ECT
cc: Sanjeev Khanna/Enron@EnronXGate
Subject: RE: Confidentiality Agreement

Elizabeth,
Below is the one comment from Pacificorp on the CA that I had marked up. I
am attaching the markup I had sent to Pacificorp. Prior to sending execution
copies I thought you might want to look at it in light of the fact that the
contingent call option portion of the proposed transactions would likely be a
physical deal with EPMI. I am taking the next two days off but will be back
on Monday.

Brent

Brent Hendry
Enron North America
1400 Smith Street
Houston, TX 77002
Phone: (713) 853-7124
Fax: (713) 646-3490

----- Forwarded by Brent Hendry/NA/Enron on 05/30/2001 04:56 PM -----

Sanjeev Khanna/ENRON@enronXgate
05/30/2001 09:33 AM

To: "Jeremy D. Weinstein" <jeremy.weinstein@pacificorp.com<@SMTP@enronXgate
cc: Brent Hendry/NA/Enron@Enron, "Mark Klein (E-mail)"
<Mark.Klein@Pacificorp.com<@SMTP@enronXgate
Subject: RE: Confidentiality Agreement

Jeremy:

Thanks!

I am forwarding this to Brent.

Please feel free to call Brent, if you need further information.

Thanks,

Sanjeev

-----Original Message-----
From: "Jeremy D. Weinstein" <jeremy.weinstein@pacificorp.com<@ENRON
[mailto:IMCEANOTES-+22Jeremy+20D+2E+20Weinstein+22+20+3Cjeremy+2Eweinstein+40p
acificorp+2Ecom+3E+40ENRON@ENRON.com]
Sent: Tuesday, May 29, 2001 4:12 PM
To: Klein, Mark
Cc: Khanna, Sanjeev
Subject: Re: Confidentiality Agreement

Glad to help.
Only need one change; I don't have Brent's e-mail address, but I'll trust
Sanjeev to forward this:

In Section 2, where it says:
"at the time of disclosure or is thereafter acquired from a source other
than the Disclosing Party that was not known to"
add a comma between "acquired" and "from".

-----Original Message-----
From: Klein, Mark <Mark.Klein@PacifiCorp.com << File:
mailto:Mark.Klein@PacifiCorp.com << <
To: Weinstein, Jeremy <Jeremy.Weinstein@PacifiCorp.com << File:
mailto:Jeremy.Weinstein@PacifiCorp.com << <
Cc: 'Sanjeev' <sanjeev.khanna@enron.com << File:
mailto:sanjeev.khanna@enron.com << <
Date: Tuesday, May 29, 2001 7:58 AM
Subject: FW: Confidentiality Agreement
Jeremy:
Can you review draft CA with Enron for work pertaining to the hydro, thermal
and load hedges? Please work with Enron lawyer, Brent Hendry (713)853-7124.
As always your help is appreciated.
Mark Klein
-----Original Message-----
From: Khanna, Sanjeev [mailto:Sanjeev.Khanna@enron.com << File:
mailto:Sanjeev.Khanna@enron.com << ]
Sent: Friday, May 25, 2001 12:38 PM
To: Mark Klein (E-mail)
Cc: Hendry, Brent
Subject: Confidentiality Agreement
Mark:
Please find enclosed the marked up copy of the Confidentiality
Agreement.
I propose that we get introduce our counselors to each other so that
they can finalize this agreement. Our counselor is:
Brent Hendry
(713) 853-7124
Please feel free to call me if you have any questions or need further
information.
<<PacificorpConfidentialityAgreement05-24-011.doc<<
Thanks,
Sanjeev

Sanjeev K Khanna Email:
Sanjeev.Khanna@enron.com
Director Tel: (713)
853-3849
Enron Global Markets Cell: (713) 594-1832
1400 Smith Street, Suite 3004F Pager: (877) 497-1217
Houston TX 77002 Fax: (713)
646-3220