As we discussed, attached is the final form of the merger agreement with the related disclosure schedules.  The Merger Agreement will be filed with the SEC.  The disclosure schedules will not become public documents.  As such, please do not redistribute the disclosure schedules.  I would appreciate your informing me of anyone else you feel needs to see the disclosure schedules, as opposed to a specific reference in any particular disclosure schedule.  When discussing any particular exception in the disclosure schedules, please pass on the confidential nature of the disclosure schedules.  Thank you.  Lance.

W. Lance Schuler
Enron North America Corp.
1400 Smith Street
Houston, Texas  77002
Phone: 713/853-5419
Fax:  281/664-4890
Email:  lance.schuler-legal@enron.com

 -----Original Message-----
From: 	Sarah.Cooper@bakerbotts.com@ENRON  
Sent:	Friday, November 09, 2001 5:50 PM
To:	Schuler, Lance (Legal); john.o'shea@dynegy.com
Cc:	Kevin.Blodgett@dynegy.com; Tull.Florey@bakerbotts.com
Subject:	*Merger Agreement and partial disclosure letters


As we discussed -- attached are the Merger Agreement, the full Dynegy
disclosure letter, and the Enron disclosure letter (but not the attachments,
which will follow once the PDF is prepared).
 <<Gipper Disclosure Letter.DOC>>  <<Merger Agreement for Project
Gipper.DOC>>  <<Rockne Disclosure Letter.DOC>>

 - Gipper Disclosure Letter.DOC 
 - Merger Agreement for Project Gipper.DOC 
 - Rockne Disclosure Letter.DOC