---------------------- Forwarded by Mark Breese/HOU/ECT on 04/25/2001 09:27 
AM ---------------------------


Phil DeMoes@ENRON
04/09/2001 10:35 AM
To: Les Webber/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Mark Breese/HOU/ECT@ECT 
Subject: FW: ENRON CONFIRMATION LETTER

Les,

Note redlined document (1st attachment) from Alan.  

Alan received the GA and Alabama power RFP's.  I will get copies shortly.  
Due date is July 2, 2001 which is 12 weeks away.  Alan wants our deal done 6 
weeks prior to the due date so we have an extra 6 weeks to negotiate.  
Southern Co has 1800 MW in the que and is 1st in line to win the bid provided 
economics are good.

I know you are in London but give me a call if you have the time so we can 
discuss.

Thanks.





---------------------- Forwarded by Phil DeMoes/Corp/Enron on 04/09/2001 
10:21 AM ---------------------------


"Kilpatrick, Alan M." <AMKilpat@southernco.com> on 04/09/2001 10:01:53 AM
To: "Phil DeMoes (E-mail)" <phil.demoes@enron.com>
cc:  

Subject: FW: ENRON CONFIRMATION LETTER


Please see the attached draft with our comments.  Please give me a call to
discuss.

Alan Kilpatrick --- * - 205/257-6143 --- * - 250/257-7795 ---  * -
amkilpat@southernco.com <mailto:amkilpat@southernco.com>

-----Original Message-----
From: Bailey, Donna [SMTP:dbailey@balch.com]
<mailto:[SMTP:dbailey@balch.com]>
Sent: Wednesday, April 04, 2001 11:28 AM
To: Alan M. Kilpatrick; William Norrie McKenzie
Subject: ENRON CONFIRMATION LETTER

 <<XPPPRED.rtf>>  <<#485177.doc>>
Attached are clean and redlined copies of the above agreement, reflecting
our response to Enron's most recent markup of the document.

 - XPPPRED.rtf
 - #485177.doc


---------------------- Forwarded by Mark Breese/HOU/ECT on 04/25/2001 09:27 
AM ---------------------------


Phil DeMoes@ENRON
04/09/2001 12:53 PM
To: Les Webber/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Frank W Vickers/NA/Enron@Enron, Gil Muhl/Corp/Enron@ENRON, Mark 
Breese/HOU/ECT@ECT 
Subject: Southern Company's RFP

Les,

RFP's for power (Alabama Power/Georgia Power) that Southern Co. will respond 
to with Elba gas or long haul transport from the Gulf.
---------------------- Forwarded by Phil DeMoes/Corp/Enron on 04/09/2001 
12:51 PM ---------------------------


"Kilpatrick, Alan M." <AMKilpat@southernco.com> on 04/09/2001 12:41:58 PM
To: "Kilpatrick, Alan M." <AMKilpat@southernco.com>
cc:  

Subject: Southern Company's RFP


Please see attached the RFP's for Alabama Power and Georgia Power/ Savannah
for your information.  Just thought you might like to see the actual RFP.

 <<APC2005RFP040201.doc>>  <<GPC2005RFP040201.doc>>

Alan Kilpatrick --- * - 205/257-6143 --- * - 250/257-7795 ---  * -
amkilpat@southernco.com <mailto:amkilpat@southernco.com>

 - APC2005RFP040201.doc
 - GPC2005RFP040201.doc


---------------------- Forwarded by Mark Breese/HOU/ECT on 04/25/2001 09:27 
AM ---------------------------


Phil DeMoes@ENRON
04/19/2001 05:41 PM
To: Mark Breese/HOU/ECT@ECT
cc:  
Subject: 


---------------------- Forwarded by Mark Breese/HOU/ECT on 04/25/2001 09:27 
AM ---------------------------


Phil DeMoes@ENRON
04/19/2001 06:30 PM
To: Mark Breese/HOU/ECT@ECT
cc:  
Subject: 

Updated spreadsheet


---------------------- Forwarded by Mark Breese/HOU/ECT on 04/25/2001 09:27 
AM ---------------------------


Phil DeMoes@ENRON
04/20/2001 10:21 AM
To: Les Webber/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Mark Breese/HOU/ECT@ECT
cc:  
Subject: Updated Pricing


---------------------- Forwarded by Mark Breese/HOU/ECT on 04/25/2001 09:27 
AM ---------------------------


Phil DeMoes@ENRON
04/22/2001 05:27 PM
To: Dan J Hyvl/HOU/ECT@ECT, Les Webber/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Mark Breese/HOU/ECT@ECT 
Subject: Marked up Letter Agreement

Dan,

Attached is a redlined letter agreement with Southern Co. that I have made 
changes based on our discussion with them late Friday.  Les is going to help 
with some of the language.  Make sure to incorporate the new language on 
"Binding Commitment to Enter Into Confirmation Letter" I sent to you last 
Thursday or Friday.  I will send it again just to be sure.  As soon as he is 
ready, lets sitdown and discuss the agreement.  We have been able to raise 
Southern Co.'s price from Hub + $.15 to Hub + $.20 or $.21 with the 
possibility of up to Hub + $.25.  We will know more on price on Tuesday but 
lets keep blank for the time being.  I will be back in town on Tuesday.  Talk 
to you soon.

Thanks.


---------------------- Forwarded by Mark Breese/HOU/ECT on 04/25/2001 09:27 
AM ---------------------------


Phil DeMoes@ENRON
04/22/2001 05:29 PM
To: Les Webber/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Dan J Hyvl/HOU/ECT@ECT, 
Mark Breese/HOU/ECT@ECT
cc:  
Subject: FW: Revision to Paragraph 1 of Enron Letter Agreement

Additional language per my email today.
---------------------- Forwarded by Phil DeMoes/Corp/Enron on 04/22/2001 
05:28 PM ---------------------------


"Kilpatrick, Alan M." <AMKilpat@southernco.com> on 04/20/2001 10:22:12 AM
To: "Phil DeMoes (E-mail)" <phil.demoes@enron.com>
cc:  

Subject: FW: Revision to Paragraph 1 of Enron Letter Agreement


Please see changes below that we discussed.

Alan Kilpatrick --- * - 205/257-6143 --- * - 250/257-7795 ---  * -
amkilpat@southernco.com <mailto:amkilpat@southernco.com>

-----Original Message-----
From: Bailey, Donna [SMTP:dbailey@balch.com]
<mailto:[SMTP:dbailey@balch.com]>
Sent: Friday, April 20, 2001 9:31 AM
To: Alan M. Kilpatrick
Subject: Revision to Paragraph 1 of Enron Letter Agreement

Alan, as we discussed. <<F89J01_.doc>>

Donna J. Bailey
Balch & Bingham llp
1710 Sixth Avenue North
Birmingham, Alabama 35203-2015
(205) 226-3451 -- direct dial
(205) 226-8798 -- facsimile
dbailey@balch.com <mailto:dbailey@balch.com>
website address: www.balch.com <http://www.balch.com>
This transmission is intended for the sole use of the addressee, and may
contain information that by its privileged and confidential nature is exempt
from disclosure under applicable law. You are hereby notified that any
dissemination, distribution or duplication of this transmission by someone
other than the intended recipient or its designated agent is strictly
prohibited. If you have received this transmission in error, please notify
the sender immediately by replying to this transmission, or by collect call
to the above phone number.



 - F89J01_.doc


---------------------- Forwarded by Mark Breese/HOU/ECT on 04/25/2001 09:27 
AM ---------------------------


Phil DeMoes@ENRON
04/24/2001 04:46 PM
To: Mark Breese/HOU/ECT@ECT
cc:  
Subject: 


---------------------- Forwarded by Mark Breese/HOU/ECT on 04/25/2001 09:27 
AM ---------------------------


Phil DeMoes@ENRON
04/25/2001 08:54 AM
To: Mark Breese/HOU/ECT@ECT
cc:  
Subject: Demand Charge Comparison

Mark,

I want to reschedule our meeting for Friday afternoon.  I would like to have 
the economics completed by complete your work on Les' and my spreadsheets 
along with Southern Company's method for calculating demand charges as 
attached below.  Lets discuss when you get a minute.
---------------------- Forwarded by Phil DeMoes/Corp/Enron on 04/25/2001 
08:39 AM ---------------------------


"Kilpatrick, Alan M." <AMKilpat@southernco.com> on 04/24/2001 05:13:58 PM
To: "Phil DeMoes (E-mail)" <phil.demoes@enron.com>
cc:  

Subject: Demand Charge Comparison


Please see the spreadsheet below for your information.  As we discussed, you
will need to make your own assumption of the cost for other plants bid into
the RFP.

 <<McIntosh vs Plants.xls>>
Alan Kilpatrick --- * - 205/257-6143 --- * - 250/257-7795 ---  * -
amkilpat@southernco.com <mailto:amkilpat@southernco.com>

 - McIntosh vs Plants.xls