-----Original Message-----
From: 	Peter.J.Pavluk@dynegy.com@ENRON  
Sent:	Monday, October 29, 2001 9:49 AM
To:	wbradfo@ect.enron.com
Cc:	Ernie.Kohnke@dynegy.com
Subject:	Re: Enron Master Netting Agreement


here is our netout - we will settle on Oct 3, so can we get netout papered
so we can netout this month


(See attached file: Netout.doc)



Please have your legal folks work directly with Ernie Kohnke on this

Thanks

Pete




                    Peter J
                    Pavluk               To:     wbradfo@ect.enron.com
                                         cc:
                    10/29/01             Subject:     Enron Master Netting Agreement
                    09:43 AM





here it is
----- Forwarded by Peter J Pavluk/HOU/Dynegy on 10/29/01 09:43 AM -----

                    Ernie Kohnke
                                         To:     Peter J Pavluk/HOU/Dynegy@Dynegy
                    10/23/01             cc:
                    04:12 PM             Subject:     Enron Master Netting Agreement





Pete,

Attached please find my comments and suggested revisions for the Master
Netting Agreement with Enron.  I have noted in paragraph 6(h) (and the same
comments applies to paragraph 6(i)) that I need further explanation of the
provision itself, and I will be happy to discuss this provision with
someone from Enron or someone in our shop.

For the most part, the agreement looks pretty good.  Most of my changes
focused on the arbitration clause.  Given the nature of this Agreement, we
should be careful to include all of the counterparty agreements (for
example, I added a reference to a GISB in place between DMT and Enron
Energy Services).  If the list of agreements becomes too extensive, then we
may want to consider simply listing all of the various Enron entities and
Dynegy entities by name within the body of the Agreement, and attaching an
exhibit that specifies the Underlying Master Agreements that are in effect
at the time this Netting Agreement is executed.

Please contact me with any questions or comments you may have.

Thanks.

Ernie

(See attached file: Enron Master Netting Revised 10-23-01.doc)



 - Netout.doc 
 - Enron Master Netting Revised 10-23-01.doc