DASH for Potential Deal with NSTAR

All:

As some of you may be aware, we appear to be getting close to entering a
transaction with NSTAR to serve its all-requirements power needs for its
Residential and Commercial customer class Default Service obligations. The
deal would be for a term of 6 or 12 months commencing July 1, 2001. NSTAR's
service territory covers Boston and surrounds, as well as south-eastern
Massachusetts. This prospective deal is very similar in nature to the
Standard Offer Service deals we have entered into with United Illuminating,
NSTAR, and most recently, Central Maine Power.

Here is the status at this point:
NSTAR achieved various levels of signoff for the basic deal structure (both
with regulators and internal senior management). NSTAR has indicated that it
has basically come down to price and they could potentially pull the trigger
as early as Monday, but certainly within a couple of days at the most.
NSTAR has requested updated pricing by 10 AM Eastern on Monday 3/26 to be
held firm through COB same day (contingent upon execution of definitive
agreements by that time). They are seeking pricing updates from competing
suppliers so we are not exclusive at this point.
NSTAR/Enron have worked through our extensive markups on their proposed
contract, and have compiled a list of outstanding contract issues. (Note:
Marcus Nettelton has been leading our legal efforts on this deal, and can be
reached at 5-8161 to discuss contract issues). While the number of
outstanding contract items are numerous at this point, my sense is that there
are no real deal breakers on either their end or ours. In fact, they have
agreed to many of the open issues in our previous contract with them for
Standard Offer Service, so they could potentially agree to our terms without
much delay, thereby potentially making execution on Monday a possibility.

Attached is a draft DASH for this deal . I request that you review it
promptly with a goal to have each of your signoffs for this deal in principle
by mid-afternoon on Monday so as to enable us to transact on Monday if
necessary. The parameters that are still in motion are: (1) price (again to
e updated Monday morning), but will maintain same NPV value; (2) term (they
may end up just going for 6 months); and (3) exact volume they source from
us. As for volume, they indicated they may want to go with us for something
less than 100% of their requirements for the first 6 months (they estimate
anywhere between 50-100%), and then potentially a smaller percentage for the
second 6 months if they do end up doing a 12-month deal.

Please feel free to call me (978-449-9936 office, 978-448-9260 home over the
weekend) if you would like to discuss in more detail. Berney Aucoin in
Structuring will be on point to run internal traps on Monday as may be
necessary. Thanks in advance.

Regards
John