Kay,

FYI

Chris
---------------------- Forwarded by Chris Booth/NA/Enron on 03/21/2001 05:11 
PM ---------------------------


"Young, Michael" <Michael.Young@northwestern.com> on 03/21/2001 03:34:46 PM
To: "'ben.f.jacoby@enron.com'" <ben.f.jacoby@enron.com>, 
"'chris.booth@enron.com'" <chris.booth@enron.com>
cc: "'margueritekahn@paulhastings.com'" <margueritekahn@paulhastings.com> 

Subject: Revised Exclusivity Letter


Ben and Chris, after discussion with certain members of NorthWestern's
senior management, NorthWestern is offering Enron a $1.0 million
non-refundable payment in exchange for exclusivity until April 6, 2001.  In
effect, this brings the total purchase price for the two GE turbines to
$49.0 million.  The offer is subject to the terms of the attached
Exclusivity Letter.  Please call me as soon as you have reviewed to discuss
the timing considerations.



 <<Enron Excl. - Revised.doc>>

 - Enron Excl. - Revised.doc