Draft CA for curves

Attached is a draft of the CA for Peoples based on Gregg Penman's information
below. Gregg says he also wants some language to be included regarding audit
rights. I did not include this language because I'm not sure how to word it
(and I could not find an example).

By the way, I used another People's CA I got from Ed's directory as an
example because it seemed to fit better than the one I got from you on Friday.

Gregg wanted some pretty specific reference to the confidential data being
supplied to Peoples, and most of the examples I reviewed were more general.
Please let me know what I need to change.

Kathleen

This is the example I used:

---------------------- Forwarded by Kathleen Carnahan/NA/Enron on 11/06/2000
09:02 AM ---------------------------
To: Kathleen Carnahan/NA/Enron@Enron, Kay Young/HOU/ECT@ECT
cc:

Subject: Draft CA for curves

Kathleen,

We have forms for confidentiality agreements. All CA's are processed through
Kay Young, as she maintains the data base. Kay, could you point Kathleen to
the repository of the forms so that she can generate the first draft? By the
way, I've assembled the emails I received on changing the form. I'll be
happy to take a crack at the revisions if you tell me which form to start
with. I know it will have to be processed through before it becomes standard.

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 10/24/2000 08:56
AM ---------------------------
From: Gregg Penman on 10/23/2000 10:28 AM
To: Kay Mann/Corp/Enron@Enron
cc:

Subject: Draft CA for curves

Kay - We have previously discussed the idea of a CA to specifically cover the
curves. We need to put this at the top of the list for this week. Can you
prepare a CA for the distribution of enovate curves to specific individuals
at Peoples? I would like it to read as follows:
Basis and Index curves will be provided daily for all points at which enovate
has a position, whether hedged or open, to specific individuals employed in
the risk management area. (Individuals should be named on a schedule).
Curves are being provided for the express purpose of independent risk
analysis of the enovate portfolio by Peoples Risk Management personnel.

In return, the specific individuals will not forward, copy, or otherwise
distribute the curves to any individual not on the approved schedule. No
communications, written or verbal, will be made to any person other than the
enovate GM or the Enron designated enovate risk committee member regarding
any aspect of the curves.

I need some language regarding audit rights, but this should get you
started. Call me to discuss.

Gregg

---------------------- Forwarded by Kathleen Carnahan/NA/Enron on 11/06/2000
09:02 AM ---------------------------
From: Gregg Penman on 11/01/2000 03:13 PM
To: Kathleen Carnahan/NA/Enron@Enron
cc: Kay Mann/Corp/Enron@Enron

Subject: CA for enovate

Kathleen - As we discussed, here is a high level overview of what I am trying
to accomplish.

Purpose: Employees and representatives of Peoples Energy will be provided
information related to the operations of enovate, L.L.C. that is necessary or
appropriate to review the accuracy of data and verify that the operations and
controls set forth in Section VIII of the enovate, L.L.C. Risk Management
Policy are being properly implemented and followed. Information may include
forward curves such as price, basis, index,volatility and interest rates to
the extent they relate to the operations of enovate, L.L.C.

Restrictions: All information provided is deemed confidential. Information
provided may only be used for the purpose mentioned above. None of the
provided information may be distributed or communicated to any person who is
not subject to the confidentiality agreement.

Call me with any questions you may have. Thank you for your assistance.

Gregg