Re: Draft CA for curves ,
 Please call him.


  =20
=09
=09
=09From:  Kathleen Carnahan                           11/07/2000 09:49 AM
=09

To: Kay Mann/Corp/Enron@Enron
cc: =20

Subject: Re: Draft CA for curves =20

You got it.  Did Gregg happen to mention which legal entity of Peoples is=
=20
using the confidential information?  I can call him if you want me to.

I'll make the first set of changes right now and wait to hear from you abou=
t=20
the length of the effective period.

K-



Kay Mann
11/07/2000 09:43 AM
To: Kathleen Carnahan/NA/Enron@Enron
cc: =20

Subject: Re: Draft CA for curves =20


Kathleen,
Please change the first paragraph as follows:
ENA is prepared to furnish you with certain risk analysis information which=
=20
is either confidential, proprietary or generally not available to the publi=
c=20
("Confidential Information") in connection with ENA=01,s disclosure to PERC=
=20
and/or enovate for its performing independent risk analysis relating to of=
=20
the portfolio of enovate, L.L.C., a Delaware limited liability company. Suc=
h=20
information may include (but not be limited to) and for PERC=01,s evaluatio=
n of=20
daily curves such as price, basis, index, volitility and interest rates as=
=20
they relate to the operations of enovate, L.L.C.  As a condition to=20
furnishing Confidential Information, PERC and ENA each agree to the followi=
ng:

As for the paragraph 7, I've asked Gregg if the disclosures will be one tim=
e,=20
or ongoing.  If the disclosures will be ongoing, we may want to rethink the=
=20
effective period to make it two years from the last disclosure.

Gregg also needs a resoluting regarding signing authority, but I've left hi=
m=20
a voice mail asking for more information.
Thanks,

Kay


  =20
=09
=09
=09From:  Kathleen Carnahan                           11/06/2000 09:13 AM
=09

To: Kay Mann/Corp/Enron@Enron
cc: =20

Subject: Draft CA for curves

Attached is a draft of the CA for Peoples based on Gregg Penman's informati=
on=20
below.  Gregg says he also wants some language to be included regarding aud=
it=20
rights.  I did not include this language because I'm not sure how to word i=
t=20
(and I could not find an example).

By the way, I used another People's CA I got from Ed's directory as an=20
example because it seemed to fit better than the one I got from you on Frid=
ay.

Gregg wanted some pretty specific reference to the confidential data being=
=20
supplied to Peoples, and most of the examples I reviewed were more general.=
 =20
Please let me know what I need to change.

Kathleen



This is the example I used:


---------------------- Forwarded by Kathleen Carnahan/NA/Enron on 11/06/200=
0=20
09:02 AM ---------------------------
To: Kathleen Carnahan/NA/Enron@Enron, Kay Young/HOU/ECT@ECT
cc: =20

Subject: Draft CA for curves

Kathleen,

We have forms for confidentiality agreements.  All CA's are processed throu=
gh=20
Kay Young, as she maintains the data base.  Kay, could you point Kathleen t=
o=20
the repository of the forms so that she can generate the first draft? By th=
e=20
way, I've assembled the emails I received on changing the form.  I'll be=20
happy to take a crack at the revisions if you tell me which form to start=
=20
with.  I know it will have to be processed through before it becomes standa=
rd.

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 10/24/2000 08:56=
=20
AM ---------------------------
From: Gregg Penman on 10/23/2000 10:28 AM
To: Kay Mann/Corp/Enron@Enron
cc: =20

Subject: Draft CA for curves

Kay - We have previously discussed the idea of a CA to specifically cover t=
he=20
curves.  We need to put this at the top of the list for this week.  Can you=
=20
prepare a CA for the distribution of enovate curves to specific individuals=
=20
at Peoples?  I would like it to read as follows:
Basis and Index curves will be provided daily for all points at which enova=
te=20
has a position, whether hedged or open, to specific individuals employed in=
=20
the risk management area.  (Individuals should be named on a schedule).
Curves are being provided for the express purpose of independent risk=20
analysis of the enovate portfolio by Peoples Risk Management personnel.  =
=20

In return, the specific individuals will not forward, copy, or otherwise=20
distribute the curves to any individual not on the approved schedule.  No=
=20
communications, written or verbal, will be made to any person other than th=
e=20
enovate GM or the Enron designated enovate risk committee member regarding=
=20
any aspect of the curves. =20

I need some language regarding audit rights, but this should get you=20
started.  Call me to discuss.

Gregg



---------------------- Forwarded by Kathleen Carnahan/NA/Enron on 11/06/200=
0=20
09:02 AM ---------------------------
From: Gregg Penman on 11/01/2000 03:13 PM
To: Kathleen Carnahan/NA/Enron@Enron
cc: Kay Mann/Corp/Enron@Enron=20

Subject: CA for enovate

Kathleen - As we discussed, here is a high level overview of what I am tryi=
ng=20
to accomplish. =20

Purpose: Employees and representatives of Peoples Energy will be provided=
=20
information related to the operations of enovate, L.L.C. that is necessary =
or=20
appropriate to review the accuracy of data and verify that the operations a=
nd=20
controls set forth in Section VIII of the enovate, L.L.C. Risk Management=
=20
Policy are being properly implemented and followed.  Information may includ=
e=20
forward curves such as price, basis, index,volatility and interest rates to=
=20
the extent they relate to the operations of enovate, L.L.C.=20

Restrictions:  All information provided is deemed confidential.  Informatio=
n=20
provided may only be used for the purpose mentioned above.  None of the=20
provided information may be distributed or communicated to any person who i=
s=20
not subject to the confidentiality agreement.


Call me with any questions you may have.  Thank you for your assistance.

Gregg
kathleen.carnahan@enron.com