Subject: Non-Compete Proposal
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Wed, 13 Dec 2000 01:09:00 -0800 (PST)

Elizabeth,

Per Mark,

I am forwarding the attached email to seek any thoughts/comments that you 
might have.  Mark was generally ok subject to your approval.  Please advise.

Stuart
----- Forwarded by Stuart Zisman/HOU/ECT on 12/13/2000 09:08 AM -----

	Stuart Zisman
	12/12/2000 06:08 PM
		 
		 To: Mark E Haedicke/HOU/ECT@ECT, David W Delainey/HOU/ECT@ECT
		 cc: Janet R Dietrich/HOU/ECT@ECT, Ben Jacoby/HOU/ECT@ECT, Chris 
Booth/NA/Enron@Enron, Scott Healy/HOU/ECT@ECT
		 Subject: Non-Compete Proposal

As you may already know, Scott Healy and I are working on revising the 
existing agreement with AES relating to the Calvert City development site in 
Kentucky.  In connection with that transaction, ENA agreed to non-compete 
language which is virtually identical to the provision set forth below.   The 
current deal contemplates switching from the Calvert City site to our Haywood 
County site in Tennessee.  As a result, AES has requested the following 
non-compete provision.  Please provide any thoughts that you might have.  I 
am available to discuss this with either of you on a moment's notice.

"For the period commencing on the Effective Date and terminating on the 
earlier to occur of (i) the termination of this Project Development Agreement 
or the Purchase Agreement in the event that Purchaser does not purchase the 
Interests or (ii) September 1, 2002, Developer [ENA] (including its 
subsidiaries but only to the extent that Developer owns greater than 50% of 
the voting securities of such subsidiaries) agrees not to pursue for its own 
account the development or acquisition of any power generation project 
(except for any transaction pursuant to which such power generation project 
is purely incidental to the overall transaction and is not a material part of 
the assets being acquired or merged in such transaction) where the point of 
interconnection of such project to TVA's Shelby to Weakley 500 kV 
transmission line is located in Haywood County, Tennessee."

Stuart