asset management agreement

Liz,

Please disregard the following message. I did get your voicemail. The AMA
that we are doing started with basically this form and has been pretty
watered down as to the decision process we must follow. Thanks for your help.

Steve

Steve Van Hooser
Enron North America Corp.
1400 Smith
EB3877
Houston, Texas 77002
713-853-7238
----- Forwarded by Steve Van Hooser/HOU/ECT on 05/09/2001 03:33 PM -----

Steve Van Hooser
05/09/2001 03:32 PM

To: Elizabeth Sager/HOU/ECT@ECT
cc:
Subject: asset management agreement

Liz,

For some reason I didn't get your voicemail. I'll stop by this afternoon to
double check that you are OK with the EPMI entity in the role of Asset
Manager/Marketing Agent in the North Carolina Power Holdings transaction
that we are structuring with AIG/Highstar.

Steve

Steve Van Hooser
Enron North America Corp.
1400 Smith
EB3877
Houston, Texas 77002
713-853-7238
----- Forwarded by Steve Van Hooser/HOU/ECT on 05/09/2001 03:29 PM -----

Elizabeth Sager
05/09/2001 03:24 PM

To: Steve Van Hooser/HOU/ECT@ECT
cc:
Subject: asset management agreement

per my vm
----- Forwarded by Elizabeth Sager/HOU/ECT on 05/09/2001 03:24 PM -----

Kay Mann@ENRON
05/08/2001 01:23 PM

To: Steve C Hall/ENRON@enronXgate, Christian Yoder/Enron@EnronXGate
cc: Elizabeth Sager/HOU/ECT@ECT
Subject: asset management agreement

Steve/Christian,

The attached file is a draft of an asset management agreement prepared by Stu
Zisman. The later version obviously contained more negotiated points, so I
think this one is more helpful.

I'm working on a transaction now which involves serving load as well as
selling power. I found this one helpful for issue identification and
exculpatory language, however.

Kay