---------------------- Forwarded by Susan Gardenfeld/NY/WGM/US on
11/27/2001 08:58 AM ---------------------------


david.kirkland@bakerbotts.com on 11/26/2001 09:49:33 PM

To:   ken.randolph@dynegy.com, keith.fullenweider@dynegy.com, Thomas
      Roberts/NY/WGM/US@WGM, Marita Makinen/NY/WGM/US@WGM
cc:   Joel.Swanson@bakerbotts.com, Sarah.Cooper@bakerbotts.com,
      Tull.Florey@bakerbotts.com
Subject:  revised merger agreement amendment



As I just discussed with Tom, attached is a revised copy of the amendment.
 <<Amendment to Agreement and Plan of Merger.DOC>>  <<Redline.rtf>>

(See attached file: Amendment to Agreement and Plan of Merger.DOC)
(See attached file: Redline.rtf)





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