please print

----- Forwarded by Elizabeth Sager/HOU/ECT on 02/01/2001 08:21 AM -----

Janet R Dietrich
01/31/2001 04:34 PM

To: John Llodra/Corp/Enron@ENRON
cc: Jeffery Ader/HOU/ECT@ECT, George Wood/Corp/Enron@Enron, Kevin M
Presto/HOU/ECT@ECT, Mark Dana Davis/HOU/ECT@ECT, Berney C Aucoin/HOU/ECT@ECT,
Jim Meyn/NA/Enron@Enron, Richard Shapiro/NA/Enron@Enron, Daniel
Allegretti/NA/Enron@Enron, David W Delainey/HOU/ECT@ECT, John J
Lavorato/Corp/Enron, David V Porter/PDX/ECT@ECT, Rick Buy/HOU/ECT@ECT, David
Gorte/HOU/ECT@ECT, Janice R Moore/HOU/ECT@ECT, Mark E Haedicke/HOU/ECT@ECT,
Elizabeth Sager/HOU/ECT@ECT, Frank Hayden/Corp/Enron@Enron, LaCrecia
Davenport/Corp/Enron@Enron, Zachary Sampson/NA/Enron@ENRON, Tracy
Ngo/PDX/ECT@ECT
Subject: Draft DASH for CMP Standard Offer Deal

John, thanks for the update. I sat down with John Lavorato and Dana Davis
this morning to review the deal and get John's approval under the current
terms. He has approved the deal in it's current form however, to the extent
that we have any material change in the terms I'll need to be sure he's OK
with the changes in advance of any binding committment with Central Maine.
This is definitely a deal we want to do and given the anticipated
acceleration in the negotiations and possible execution, we need to be sure
that we're able to react and transact quickly. Dana Davis is obviously on
point for all pricing. For all others who have involvement here - please
ensure that you're on board with your piece of the deal as is, and available
to focus on any negotiated changes that may come up over the next couple of
days. Berney Aucoin will be on point for coordinating and managing all
internal pricing, approvals, etc., so be sure that Bernie can get ahold of
you if he needs to.

Also, for the DASH signatures, why don't you move both Kevin and I to
"Regional Management" and let Ader and Davis sign for Origination and
Trading.

Thanks and good luck!
---------------------- Forwarded by Janet R Dietrich/HOU/ECT on 01/31/2001
03:51 PM ---------------------------

John Llodra@ENRON
01/31/2001 11:50 AM
To: Jeffery Ader/HOU/ECT@ECT, George Wood/Corp/Enron@Enron, Kevin M
Presto/HOU/ECT@ECT, Mark Dana Davis/HOU/ECT@ECT, Berney C Aucoin/HOU/ECT@ECT,
Jim Meyn/NA/Enron@Enron, Richard Shapiro/NA/Enron@Enron, Daniel
Allegretti/NA/Enron@Enron, David W Delainey/HOU/ECT@ECT, John J
Lavorato/Corp/Enron, Janet R Dietrich/HOU/ECT@ECT, David Port/Market
Risk/Corp/Enron@ENRON, Rick Buy/HOU/ECT@ECT, David Gorte/HOU/ECT@ECT, Janice
R Moore/HOU/ECT@ECT, Mark E Haedicke/HOU/ECT@ECT, Elizabeth
Sager/HOU/ECT@ECT, Frank Hayden/Corp/Enron@Enron, LaCrecia
Davenport/Corp/Enron@Enron, Zachary Sampson/NA/Enron@ENRON, Tracy
Ngo/PDX/ECT@ECT
cc:
Subject: Draft DASH for CMP Standard Offer Deal

All:

As some of you may be aware, we are in the process of negotiating with
Central Maine Power Company regarding the assumption of a portion of their
wholesale obligations associated with their Standard Offer Service load in
the State of Maine, covering at least March 1, 2001 - Feb 28, 2002. We are
currently in the process of negotiating a contract and transaction terms.
They are simultaneously discussing same with other suppliers. At this point,
there are a number of outstanding items (including numerous contract items
and credit arrangements). However, we expect that the pace of the
negotiation process will be very quick over the next 1-3 days. As an
example of how quickly things might move, CMP has indicated that the Maine
PUC is poised to hold deliberations and approve CMP's signing of a contract
within 24 hours of CMP/Enron agreement on contract terms (with updated firm
pricing to be supplied just prior to PUC deliberations and held open for
about 2-3 hours).

Key members of our negotiating team on this deal are as follows:

Origination/Marketing: John Llodra, George Wood
Legal: Janice Moore
Regulatory/Governmental: Daniel Allegretti
Commodity Structuring: Jim Meyn, Zach Sampson
Credit: Edward Sacks, Tracy Ngo

Attached below is a draft of the DASH for this prospective deal. Items
subject to change or still under negotiation are noted. While this DASH is
prepared assuming we obtain a multi-year extension swaption, there is a
chance it may end up being a single year deal for the period Mar 1, 01- Feb
28, 02. My intent in sending the DASH at this time is to familiarize you
all with the aspects of the deal at this point in time, to enable us to move
quickly to get internal approvals in the event we reach final agreement with
CMP over the next couple of days. Once agreement is reached with CMP on
outstanding items, a revised DASH will be circulated. Please feel free to
call me at 978-449-9936, or Jim Meyn/Berney Aucoin in structuring (5-3223,
3-4784) if you have any questions on the commercial structure or valuation to
date. Thanks.

Regards
John