Good timing.

You mentioned that there were a couple of things you thought should be added
to the "employee/consultant" form. Could you email me the topics so that I
can take a look and make changes. Once again I expect to be on an endless
conference call, but I can work while I talk.

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 04/18/2001 06:45
AM ---------------------------


j.nassos@pecorp.com on 04/17/2001 07:12:57 PM
To: Kay.Mann@enron.com
cc: Gregg.Penman@enron.com, j.pokorny@pecorp.com, b.kowalski@pecorp.com,
f.jacobsen@pecorp.com

Subject: RE: Confidentiaility Agreements regarding enovate


Hi Kay -

You may recall that back in February, we almost finalized two
confidentiality agreements related to enovate L.L.C. activities. Our
auditors will be sending to enovate shortly a letter indicating they would
like to review various books and records of enovate and ENA as its
activities relate to enovate. In connection with the review, we need to
finalize those confidentiality agreements.

I have made the change you requested in the attached e-mail to both of the
agreements (PEC and enovate) and have attached below an execution copy of
the agreements for ENA to date and send to PEC and enovate for siganture.
Assuming the attached copies are acceptable, please have ENA sign two
originals of each agreement and send them to me. I'll arrange for Bill
Morrow to sign the PEC agreement and work with Greg Penmen to have enovate
sign the other agreement.

If you have any questions, please call. Thanks for your assistance.

John G. Nassos
Asst. General Counsel
Peoples Energy Corporation
130 East Randolph Drive
Chicago, IL 60601
Tel (312) 240-4413
Fax (312) 240-4486
j.nassos@pecorp.com

<<Conf Ag enovate - ENA (evaluation of enovate) exec.doc<< <<Conf Ag
Peoples Energy Corp. - ENA (evaluation of enovate) exec.doc<<




< ----------
< From: Kay.Mann@enron.com[SMTP:Kay.Mann@enron.com]
< Sent: Thursday, February 08, 2001 3:42 PM
< To: j.nassos@pecorp.com
< Cc: Gregg.Penman@enron.com
< Subject: Re: Confidentiaility Agreements regarding enovate
<
<
< Hi John,
<
< The enovate version looks fine. I suggest this change to the Peoples
< version:
<
< iv) is required to be disclosed to comply with any applicable law,
< order,
< regulation or ruling or to enforce enovate's or PMW's rights in
< court
< or in an arbitration proceeding in connection with the
< Limited
< Liability Company Agreement of envoate dated April 26, 2000,
< as
< amended, modified, and supplemented from time to time (the
< "LLC
< Agreement"). If PEC is requested or required (by oral
< question,
< interrogatories, requests for information or documents,
< subpoena,
< civil investigative demand or similar process) to disclose
< any
< Confidential Information, PEC will promptly notify ENA of such
< request
< or requirement so that ENA may seek an appropriate protective order
< or
< waiver in compliance with provisions of this Agreement. If PEC
< and
< ENA are both parties to the proceeding, PEC will agree to
< an
< appropriate protective order.
<
<
<
< Thanks,
<
<
<
< Kay
<
<
<
<
<


----------------------------------------------------------------
The information transmitted is intended only for the person
or entity to which it is addressed and may contain confidential
and/or privileged material. Any review, retransmission,
dissemination or other use of, or taking of any action in reliance
upon, this information by persons or entities other than the
intended recipient is prohibited. If you received this in error,
please contact the sender and delete the material from any computer.

- Conf Ag enovate - ENA (evaluation of enovate) exec.doc
- Conf Ag Peoples Energy Corp. - ENA (evaluation of enovate) exec.doc