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