IN: Ben, I was again good to talk with you and I look forward to the possibilities. As we spoke of, Joe Toussaint is heading up the talent initiative and coordinating the recruiting process. I spoke with Joe today and he informed me he had left several contact numbers for you so I will at this point step out of the middle of process to allow for a more coordinated approach. I'm sure I speak for Joe when I say we believe the changes in the industry as well as Enron provide opportunity for us both. Please provide Joe with your resume as soon as you can and as we discussed be prepared to discuss your desires, skills and/or experiences you believe uniquely qualify you, as well as examples of your ability to create value. Again it has been my pleasure and I'm sure Joe or his designee will contact you concerning your trip to Cincinnati and scheduled activities next week. Michael J. Cyrus President & CEO, Cinergy, Energy Merchant

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OUT: Opportunity

IN: Rod: I will contact Frederick Broda (VP, Derivatives and Fixed Income) in NY about this master. Jeff Nogid requested this master as well. Thanks. Sara

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OUT: Credit Agricole Indosuez

IN: Keith: I am okay with the arbitration and non-exclusive jurisdiction language as currently written as I understand that these concepts were previously agreed to between you and Mary. Here is my understanding of the remaining open issues: 1. Whther termination is automatic or elective on bankruptcy. You are considering our request to make it elective. 2. Loss vs. Market Quotation. We are considering whther we can accept your proposed language. 3. Time period for posting collateral. You are considering how long you need. 4. Cash collateral. I am checking with our office in Canada about this. 5. MAC clause - you are considering whther this should be an Additional Termination Event with the ability to cure by posting collateral or an event that reduces the collateral threshold to zero. 6. Default rate definition - Ed is considering what we can accept in lieu of the ISDA definition. 7. No Fault Termination - we are considering whether we can accept this. 8. Credit thresholds and Rounding amounts - you and Ed to discuss. 9. Acceptable LC Issuers - Ed to consider whther limiting it to US and Schedule 1Canadian banks with a certain credit rating is sufficient with language that the parties can agree to add foreign banks. Let me know if I misstated and of the above issues. Thanks.

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OUT: ISDA Matters

IN: Andrea: I just wanted to confirm that you received my revised draft of the ISDA Schedule by fax last week. If you didn't. let me know. have the tax people spoken with each other?

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OUT:
Our Revised draft