Attached is an electronic version of the Merger Agreement that we executed with Dynegy.  As is typical with these types of transactions, there are limitations imposed on Enron's operations between signing and closing of the Merger Agreement.  Please help ensure that each transaction entered into by Enron and its subsidiaries complies with the agreement, and particularly Section 7.1 of the agreement relating to conduct of business.  Peter del Vecchio (at ext. 39875) and Joe Henry (at ext. 51549) are available to help address specific questions regarding our interim operations.  Rob Walls, John Ale, Mark Haedicke and myself are also available, and we will help determine if we need Dynegy's consent for any particular proposed transaction.  We are in the process of summarizing the interim covenants, as well as establishing certain procedures to ensure our compliance.  I anticipate distributing these items on Thursday.  We are also having prepared a memorandum regarding certain anti-trust and other issues that we need to consider in any involvement we have with Dynegy regarding our respective operations.  We currently plan on having various presentations regarding the anti-trust matters.  Please pass the merger agreement and the subsequent materials on to others in your group as you think appropriate.  Thank you for your help and understanding in this matter.  Lance.
   
Merger Agreement for Project Gipper.DOC 


W. Lance Schuler
Enron North America Corp.
1400 Smith Street
Houston, Texas  77002
Phone: 713/853-5419
Fax:  281/664-4890
Email:  lance.schuler-legal@enron.com