Confidentiality Agreement

Ben,
Attached is a revised Confidentiality Agreement which incorporates many of
your suggested changes. Several additional changes are being made to
address issues associated with the inadvertent erosion of key provisions
benefiting both Enron and Cinergy that resulted from other changes in your
latest drafts. I assure you that this document with your changes
incorporated is less than what Cinergy has been willing to agree to in the
past. I look forward to a favorable response so the pressing need for
exchange of documents and further business discussions can proceed
expeditiously.

<<Clean Confidentiality Agreement with Enron North American Corp. sent via
e-mail to Ben Roger on 61600 - this document is a clean one acceptin the
blacklined changes from #61409.DOC<<

- Clean Confidentiality Agreement with Enron North American Corp. sent via
e-mail to Ben Roger on 61600 - this document is a clean one acceptin the
blacklined changes from #61409.DOC