To all:

Attached below please find the draft agreement and term sheet between ENA and AIG/Highstar regarding the purchase and sale of the North Carolina Power Holdings coal facilities (Alamac).  The term sheet outlines 1) the asset sale, 2) the short-term call option agreement with CP&L, 3) a short-term financial put option between EPMI and AIG, 4) the asset management services agreement, 5) the agency or "brokerage" agreement whereby Enron acts on AIG's behalf to resell the plants to a third party, and 6) an agreement to offer AIG a financial hedge for 2002 or a long-term power purchase agreeement in the future if the plants are not sold as expected.

I have sent these drafts to AIG and expect to finalize them next week.

Regards,

Heather