Draft Confirmation and Annex A

----- Forwarded by Elizabeth Sager/HOU/ECT on 05/31/2001 02:57 PM -----

Marcus Nettelton@ENRON 05/31/2001 02:40 PM To: Elizabeth Sager/HOU/ECT@ECT cc: Subject: Draft Confirmation and Annex A

----- Forwarded by Marcus Nettelton/NA/Enron on 05/31/2001 02:39 PM -----

Marcus Nettelton 05/30/2001 05:28 PM To: gary.schultz@orionpower.com, carl.liggio@orionpower.com, Joana Ryan Bekerman/Enron@EnronXGate, Tony Chang/Enron@EnronXGate, Brent Hendry/NA/Enron@Enron cc: Subject: Draft Confirmation and Annex A

Gentleman and Lady

Attached is a draft Confirmation and Annex A for your review and comment. These have not undergone final review by Enron and are submitted to enable the discussion as to the final terms of any transaction to be negotiated and agreed upon.

Yours sincerely,

Marcus Nettelton

Senior Counsel