Confidentiality Agreement Forms for Power Trading Group

In order to standardize confidentiality agreements within the Power Group, at
Elizabeth's request, please use the following forms.

1. Unilateral Confidentiality Agreement - Counterparty Protected. (Form
location: Power Forms Database) (To be used prior to commencing a trading
relationship when EPMI needs to evaluate the prospective CP's financial, load
or other similar information. Thereafter, the confidentiality provisions in
the Master and, if applicable, the Confirmation, should protect
Transaction-specific data. )

2. Unilateral Confidentiality Agreement - Enron Protected. (Form location:
Attorney Forms Database, Document No. 1100.2). (To be used when only EPMI is
supplying confidential information. Note: This is the standard Finance
Group Form and needs to be tailored first, i.e. by changing the Enron
entity's name to "EPMI", by defining the "Transaction", etc...)

3. Bilateral Confidentiality Agreement. (Form Location: Attorney Forms
Database, Document No. 1100.3) (To be used when two-way confidentiality
protection is required. Again note that because this is a standard Finance
Group Form, it must be similarly tailored. It also contains an optional
Chinese Wall provision.)

If you have any questions, please feel free to call me at x57400.