Subject: Scott Healy
From: [email-masked]
To: [email-masked], [email-masked], [email-masked]
Cc: [email-masked], [email-masked]
Date: Thu, 15 Feb 2001 06:37:00 -0800 (PST)

The following is the understanding I have with Chris Calger regarding Scott 
Healy's involvement in East Power initiatives:

Since Auburndale is effectively dead, Scott will no longer be involved on 
this project.
Scott will support the Haywood, Georgia, & Calvert City development site 
sales through Q1 2001, with East Power getting 100% of the P&L value and 
Scott Healy getting personal performance credit.   If Ben elects to continue 
to use Scott's services beyond Q1 2001, a value sharing agreement between 
Ben, Calger and myself will have to be agreed upon.
Jeff Ader will make a decision (after consultation with me) as to Scott's 
continued involvement on the fuel cell tax monetization and Dighton 
restructuring project.   If Jeff makes the decision that Scott needs to 
remain actively involved in order to close the transaction, a value sharing 
agreement will be made between Jeff, Calger, and myself.    The value 
allocation % will be agreed upon upfront within the next week.   If a fair 
value sharing agreement cannot be reached, Jeff will transition 
responsibility to another member of his origination team.

Chris - Do you agree with the above description?