Dear Colleagues:

You are invited to McDermott, Will & Emery's 2nd Annual Energy Tax Workshop,
held on April 24, 2001 in our Firm's Chicago office.

The dramatic changes faced by electric utilities will be the focus of this
year's workshop.  Please read on for more information about the workshop and
registration details.  We hope you can join us for this informative program.

REGISTRATION INFORMATION
Date:
April 24, 2001

Time:
8 a.m. - 4:30 p.m.

Venue:
McDermott, Will & Emery
227 West Monroe Street
45th Floor Conference Center
Chicago, Illinois 60606-5096

Three easy ways to register:
1. Visit our website at http://www.mwe.com/energytax
2. E-mail your name, company, address, phone and fax to sbuchanan@mwe.com
3. Call us at 312-984-2735

Registration is free.  Space is limited, so please register early.

HOTEL ACCOMMODATIONS
Hotel Burnham Chicago
1 West Washington Street
Chicago, IL 60601
Tel:  312-782-1111
Toll-free: 877-294-9712
Fax: 312-782-0899

You are responsible for making your own travel and hotel arrangements.  A 
block
of hotel rooms has been reserved for workshop attendees at the Hotel Burnham
Chicago at the reduced rate of $168 single/double for the night of April 23,
2001. Reservations must be made directly with the hotel.  To receive the 
special
rate, please indicate that you are attending the "McDermott, Will & Emery 
Energy
Tax  Workshop" when making your reservations with the hotel.  All reservations
must be guaranteed with a credit card.  Space is limited, so please reserve 
your
room early.  Please inquire about the hotel's cancellation policy when making
your reservations.

SPECIAL ACCOMODATIONS
If you require special accommodations to attend this seminar, please contact
Shannon Buchanan at 312-984-2735.

CLE/CPE ACCREDITATION
This program has been designed to meet requirements for CLE/CPE credit in most
states.  Certificates of Attendance will be available at the conference
registration desk.  State boards have final authority on the acceptance of
individual courses.

WORKING AGENDA
7:30 - 8:00 a.m.   Registration and Continental Breakfast
8:00 a.m. - 4:30 p.m.   Program
12:00 - 1:00 p.m.   Lunch

Restructuring Issues
   Internal Spins, Cross Chain Sales
   External Spins
   Restructuring Costs (capitalized or expensed, and cost recovery 
implications)

Stranded Asset Securitizations
   Tax Requirements
   Impact of Disaggregation Restructurings
   Derivatives

Nuclear Decommissioning Issues
   Tax Rules for Deductible Contribution to a Qualified Fund
   Impact of Internal Disaggregation Restructurings
   Impact of External Spin-Offs; Separation of Generation Ownership from
Regulated Company Ownership

Generation/Transmission Disposition Techniques
   Sales
   Sales with Tolling Agreements
   Like-kind Exchanges
   Leveraged Partnerships
   Prepaid Leases

Synthetic Generation
   Contract for Differences in Lieu of Generation
   Domestic Mark -to-Market Rules
   CFC Issues

Energy Trading and Hedging Activities
   New Developments
   Energy Coalition Efforts

Cross Border Acquisitions
   Inbound
      Reverse Hybrids
      FIRPTA
   Outbound
      Deferral
      FTC Enhancements

For questions or further information, please contact Shannon Buchanan at
sbuchanan@mwe.com or 312-984-2735.

This invitation may be considered advertising under the rules regulating the
legal profession.

David Hardy
212-547-5307
dhardy@mwe.com

Andie Kramer
312-984-6480
akramer@mwe.com

Laurie Marsh
212-547-5562
lmarsh@mwe.com

Bill Pomierski
312-984-7531
wpomierski@mwe.com

Marty Pugh
202-756-8391
mpugh@mwe.com

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