David,

Could you please provide a description of all Insurance Policies held by 
North Carolina Power Holdings, LLC.  for the purposes described below; I'll 
forward you the lastest draft of the SPA so that you can see how "Transferred 
Insurance Policies" is defined.  

Also, could you please list "all" insurance  that is held for the benefit of 
NCPH under Enron Corp., ENA or other entity programs.  If you know, it would 
also be helpful to have an idea what insurance coverages Jerry Cambell's 
operating company has obtained to cover the plants and properties that NCPH 
and its subsidiaries (Elizabethtown Power LLC and Lumberton Power LLC) own.  
This will help with negotiation of the Exhibits, Schedules and ancillary 
agreements.

Thanks

Steve Van Hooser
Enron North America Corp.
1400 Smith
EB3877
Houston, Texas  77002
713-853-7238
----- Forwarded by Steve Van Hooser/HOU/ECT on 04/24/01 08:42 PM -----

	"Jay Sonnenberg" <jsonnenberg@bracepatt.com>
	04/24/01 03:12 PM
		 
		 To: <Heather.Kroll@enron.com>, <ozzie.pagan@enron.com>, 
<steve.van.hooser@enron.com>
		 cc: "Clark Thompson" <cthompson@bracepatt.com>
		 Subject: EXHIBITS/SCHEDULES TO AIG SPA.doc


I have attached an initial draft of the Exhibits and Schedules to the 
Securities Purchase Agreement.  At your convenience, please provide (1) a 
list of the Transferred Insurance Policies, (2) a description of the 
maintenance program (and what items will not be completed as of the Closing 
Date); and (3) the Operating Budget.

Also, please call me if you have any questions or would like to discuss any 
of the items listed on these Exhibits and Schedules.

Best regards,
Jay

Jay Sonnenberg
Bracewell & Patterson, L.L.P.
711 Louisiana St., Suite 2900
Houston, TX  77002-2781
(713) 221-1417 (Ph)
(713) 221-2158 (Fax)



 - EXHIBITS.doc