Kay, looks great to me.  I would prefer to leave the benchmark open and be 
able to talk the counterparty through how it will be established (due 
diligence on plants, higher target means greater sharing % for ENE).  As far 
as cancellation is concerned, I think that it would be a good idea to include 
a right of cancellation for NRG based on a percentage of the benchmark 
established.  Something to the effect that NRG will have the annual right to 
terminate the agreement if we cannot achieve __% of the annual gross margin 
target.

Thanks-
Bill


 -----Original Message-----
From:  Mann, Kay  
Sent: Wednesday, May 16, 2001 12:36 PM
To: Keeney, William
Cc: May, Tom; Marks, David; Scheuer, Janelle
Subject: Re: NRG bullet points

I've made some revisions the Bill's document to make sure we are on the same 
page before I prepare the LOI.  

 << File: NRG Term Sheet.doc >> 

Do we want to give any sort of description of how the benchmark will be set?
Do we want to mention the cancellation provisions?

Thanks,

Kay