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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