First order of business.  Again, we can discuss this on Monday.

I think Ben (or one of his minions) called Carolyn and asked her to be on a 
telephone call today.  I have reacted with righteous indignation, and Carlos 
is going to tell her it is not necessary for her to be on the call.  I really 
hadn't intended for Carolyn to work on this transaction.  

Talk to you Monday.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 03/23/2001 09:12 
AM ---------------------------


Jeffrey T Hodge@ECT
03/23/2001 08:39 AM
To: Kay Mann/Corp/Enron@Enron
cc:  

Subject: Revised Exclusivity Letter

Here is the latest draft.

Jeff
----- Forwarded by Jeffrey T Hodge/HOU/ECT on 03/23/2001 08:39 AM -----

	Chris Booth@ENRON
	03/22/2001 05:11 PM
		 
		 To: Jeffrey T Hodge/HOU/ECT@ECT, Christopher F Calger/PDX/ECT@ECT, Ben 
Jacoby/HOU/ECT@ECT, W David Duran/HOU/ECT@ECT
		 cc: 
		 Subject: Revised Exclusivity Letter

NorthWestern has agreed to our request to remove the Corp guarantee from the 
letter.  We will change the dash to reflect the change.
---------------------- Forwarded by Chris Booth/NA/Enron on 03/22/2001 05:07 
PM ---------------------------


"Young, Michael" <Michael.Young@northwestern.com> on 03/22/2001 05:08:33 PM
To: "'ben.f.jacoby@enron.com'" <ben.f.jacoby@enron.com>, 
"'chris.booth@enron.com'" <chris.booth@enron.com>
cc: "'margueritekahn@paulhastings.com'" <margueritekahn@paulhastings.com>, 
"'jeremiahdeberry@paulhastings.com'" <jeremiahdeberry@paulhastings.com> 

Subject: Revised Exclusivity Letter


Ben and Chris,

Attached is the revised Exclusivity Letter Agreement, black-lined to reflect
the changes agreed upon this afternoon.  Your timely efforts to move this
along for approval and execution within Enron is greatly appreciated.  I
look forward to hearing your comments soon.  Regards.


 <<Enron Excl. - Revised.doc>>

 - Enron Excl. - Revised.doc