Steve,  Could you summarize what these docs are?  JR

-----Original Message----- 
From: Hotte, Steve 
Sent: Wed 12/26/2001 2:01 PM 
To: Piper, Greg; Beck, Sally; Rub, Jenny 
Cc: 
Subject: FW: Revised Settlement Documents



As per my previous note, the methodologies may change, but keeping you posted as to the current direction. 

 -----Original Message----- 
From:   Hayslett, Rod  
Sent:   Wednesday, December 26, 2001 1:19 PM 
To:     Barnes, Caroline; Brassfield, Morris; Cherry, Paul; Geaccone, Tracy; Gilbert, Steve; Hotte, Steve; Howard, Kevin A.; Keiser, John; Peters, Jerry; Ratner, Michael; Saunders, James; Stern, Ellis

Subject:        FW: Revised Settlement Documents 
Importance:     High 

Confidential - but comments are desired to me.   Very short fuse however. 

-----Original Message----- 
From: Fossum, Drew 
Sent: Wednesday, December 26, 2001 10:05 AM 
To: Hayslett, Rod 
Subject: FW: Revised Settlement Documents 


Here they are.  DF 

-----Original Message----- 
From: richard.levine@weil.com [<mailto:richard.levine@weil.com>] 
Sent: Wednesday, December 26, 2001 7:24 AM 
To: Fossum, Drew 
Subject: Revised Settlement Documents 


Attached are the revised settlement documents we sent to BakerBotts on 
Christmas Eve.  We, of course, have not yet heard back.  Was Rod Hayslett's 
concern just going to the Closing Date concern you raised (which we will 
try to address, perhaps by requiring "X" days notice of a scheduled 
closing)? 

---------------------- Forwarded by Richard Levine/NY/WGM/US on 12/26/2001 
08:18 AM --------------------------- 


Richard Levine 
12/24/2001 07:48 PM 

To:   rebecca.robertson@bakerbotts.com, srosenfeld@paulweiss.com 
cc:   Greg Danilow/NY/WGM/US@WGM, Richard Rothman/NY/WGM/US@WGM, Martin 
      Bienenstock/NY/WGM/US@WGM, rtufaro@milbank.com 
Subject:  Revised Settlement Documents 

While we are sure clean-up is needed (such as converting the defined term 
"Mutual Release" to a new defined term ("MCTJ Settlement Agreement") 
throughout the documents and, we suggest, defining Dynegy Inc. and Dynegy 
Holdings as "Dynegy" for simplification purposes), the attached are 
designed to address your major concerns, including that CGNN not be a party 
in the Adversary Proceeding, with protections designed to prevent Dynegy 
from using that change to attempt to preclude Enron from suing for damages 
for wrongful exercise under the Option Agreement -- which we understand to 
be part of the agreement reached last week.  We look forward to your 
comments.  Merry Christmas. 

(Settlement Agreement f/k/a Mutual release) (See attached file: 
n38102!.DOC) 
(Settlement Agreement f/k/a Mutual release) (See attached file: 
n381RED.DOC) 
(Agreed judgment) (See attached file: n38405!.DOC) 
(Agreed judgment) (See attached file: n384RED.DOC) 
(Agreement) (See attached file: n38304!.DOC) 
(Agreement) (See attached file: n383RED.DOC) 
(Stipulation) (See attached file: n38203!.DOC) 
(Stipulation) (See attached file: n382RED.DOC) 

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<<n38102!.DOC>> <<n381RED.DOC>> <<n38405!.DOC>> <<n384RED.DOC>> <<n38304!.DOC>> <<n383RED.DOC>> <<n38203!.DOC>> <<n382RED.DOC>>