Summary of Meeting on Com Ed

The following people were in attendance at the meeting on Wednesday: Jeff
Ader, Susan Landwehr, Gibran Whalen, Brad Snyder, Jeff Merola, Jay Lewis,
Christi Nicolay, Ress Young, Mark Bernstein, Chuck Decker, Rogers Herndon,
Mark Ulrich, Ryan Frazier, Dan Allegretti, Roger Perssons, Chuck Decker,
Janine Migden

Enron's Negotiation Position:

As a result of the meeting, the following consensus was reached as to our
negotiating position with Com Ed:

1. Negotiate with Com Ed to get what we need in order to do physical deals
in its service territory. That translates into negotiating a modified FRP
agreement. (The FRP was a one year deal that some marketers signed up for in
which Com Ed scheduled all the capacity and energy and marketers arranged
transmission and ancilliaries). In essence, we want a call option on
ancilliaries of our choice to cover 2000 MW of power at a price that keeps us
whole with our existing book of business. (2000 MW is a negotiable amount
that represents approximately 10% of Com Ed's peak load). This would cover
our existing position (approximately 5 million mwh) as well as allow us to
grow our business. The 2000 MW call option would not necessarily be tied to
existing retail load, leaving us with more flexibility and options.

2. Under Com Ed's proposal, the PPO would end in 2004, but could end earlier
for certain large customers paying zero CTC. In that event, the PPO should
be replaced with a real time day ahead price into Cinergy. For Enron's
customers affected by losing the PPO, we would have the modified FRP
agreement with the option to put our customers on the bundled rate. For
customers who lose the PPO option in the 2002 and 2004 timeframe because of
the zero CTC, they would not be at risk for having the CTC reinstated. In
other words, once the utility moves customers off the PPO, Com ED loses the
right to come back in and reinstate the CTC for those customers.

Next Steps

1. Mark Ulrich is reviewing a comparison between the curves, the OATT and
the the FRP to determine the ancilliary service charge we would be willing to
pay.

2. Rogers Herndon is reviewing the Com Ed tariffs on balancing etc.

3. Once these action items are completed and incorporated into our
negotiation position, I will call Frank Clark to arrange a meeting.

Negotiation Team
Jeff Ader
Rogers Herndon
Janine Migden
Marc Ulrich