Harlan E. Murphy
Enron Wholesale Services - Legal
1400 Smith Street, EB 3811
Houston, Texas 77002
Tel: 713.345.2679
Fax: 713.646.3490
E-mail: Harlan.Murphy@Enron.com

 -----Original Message-----
From: 	Ernie.Kohnke@dynegy.com@ENRON  
Sent:	Thursday, November 08, 2001 4:57 PM
To:	Murphy, Harlan
Subject:	Revised Master Agreement

Har,

At long last, attached please find the revised agreement, in redline and in
final.  My instructions were to prepare execution copies, have them signed
on behalf of the various Dynegy entities, and they are being hand delivered
to Mr. Bradford in your credit group for execution on behalf of the various
Enron entities.  I also prepared guaranty agreements from Dynegy Holdings
and from Enron Corp., each of which has been either executed or
acknowledged on behalf of Dynegy.  The decision upstairs was that this
final version was "take it or leave it" for Enron.

A summary of the major changes:

1.   All margining language and references to Collateral were removed.
2.   All operating Underlying Master Agreements were included.
3.   The "Group" payment concept was eliminated in Section 4 because it was
not clear who would actually be making the payment.

Thanks.

Ernie

(See attached file: Enron Mstr Net 11-8.doc)(See attached file: Enron Mstr
Net 11-8 Final.doc)
 - Enron Mstr Net 11-8.doc 
 - Enron Mstr Net 11-8 Final.doc