Rusty,

I will get with Kathleen and we will prepare on a form.  However, you will 
need to provide one of us with the details on a case-by-case basis, so that 
we (Kathleen) can generate the CA's and track them in the legal department 
database.

If we have the following information, a CA can typically be generated on a 
same day basis:

name, address of counterparty, including name of contact person
type of deal contemplated
what type of information is being provided
whether both parties are providing information
whether exclusivity/non-circumvention provisions are desired


Thanks,

Kay




Rusty Stevens
02/14/2001 03:06 PM
To: Kathleen Carnahan/NA/Enron@Enron, Kay Mann/Corp/Enron@Enron
cc: Fred Mitro/HOU/ECT@ECT, Ben Jacoby/HOU/ECT@ECT, Scott Healy/SF/ECT@ECT 

Subject: Confidentiality Agreements

Kathleen / Kay:

As you know, Fred and I are continuing to engage various parties in an 
attempt to sell the Illinois sites.  Scott has asked that we use a CA that 
doesn't preclude States where we have sites he is trying to sell as we are 
collaborating with him on this effort.  He also wants a document in place 
that can cover the sale of equipment.

In talking to Fred, it appears that the Dynegy CA is the latest and greatest 
document that works for this task, however the PSEG deal may also work.  
Please forward me an electronic form that you feel is most appropriate - with 
blanks where all counterparty names are shown - so I can forward them to 
additional parties (such as FPL, Duke, Tenaska, Unicom, etc.).

I would like to get this out to a couple of these parties tomorrow if 
possible since we are already talking to other parties and want to maximize 
price and likelihood of closure.