----- 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