Reliant Energy - Confidentiality Agreement

Mike Moran was able to get the securities "standstill" provision removed from
the CA. It has now been signed by us and returned for execution by Reliant.

Kathy Campos will send to each of you in the morning, a letter we just
received that describes the transaction process. We are to review an
Information Memorandum (to be provided ASAP) and respond with a non-binding
indication of interest by 5:00 PM, March 15.

The assets are being offered either as a total package, or in any subset(s),
broken down as follows:
Reliant Energy Gas Transmission and Mississippi River Transmission (to be
viewed together as a single asset)
Reliant Energy Field Services
Reliant Energy Arkla
Reliant Energy Minnegasco

Bidders can submit separate offers for different subsets of assets (i.e. one
offer for the whole package, and different offers for separate assets).

If we are selected to go on to the next phase, data room visits of 2 days
each will begin on or about March 20. REI will expect binding offers by
April 20, with final execution of a definitive agreement in late April/early
May.

I will disseminate the Information Memoranda as soon as received.

JNG

To: "Archer, Scott (IBK-DAL)" <sarcher@exchange.ml.com<
cc:

Subject: Reliant Energy - Confidentiality Agreement

Scott,

As we discussed, a signed CA was faxed to your office this evening. Two
signed originals will be delivered by courier in the morning to Mr. Rufus
Scott for execution by Reliant.

We look forward to receiving the Information Memoranda as soon as possible,
so that we can comply with the time schedule for this transaction.

Regards,

John Goodpasture