Attached is the Confirm and the General Terms and Conditions that would 
govern the CPL Power Sale Transaction.  This is the May 1 through December 
31, 2001third party call option that Heather refers to in Section 1. of the 
AIG Term Sheet.  Please review and lets discuss your thoughts as to how this 
transaction impacts the sale.  It would be nice if we could have that 
discussion before Clark and I get out of pocket tomorrow afternoon.
Thanks,
Steve
----- Forwarded by Steve Van Hooser/HOU/ECT on 03/08/2001 05:31 PM -----

	Janice R Moore
	03/08/2001 05:15 PM
		 
		 To: Joseph Wagner/NA/Enron@Enron, Steve Van Hooser/HOU/ECT@ECT, Edward 
Sacks/Enron@EnronXGate
		 cc: 
		 Subject: CPL revised confirm language

Here it is, at last.  Joe has the Appendix with the formula sample 
calculations
Please note the assignment provisions, and the fact that there is no 
confidentiality provision -- both designed to give us the flexibility we 
desire.

Regards,
Janice

EB3861
Assistant General Counsel, Enron North America Corp.
713-853-1794 (Fax:  713-646-4842)