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IssueAlert for  March 6, 2001

Texas Announces Launch of Pilot Program;
Pat Wood Distinguishes Texas from California

by Susan Kellogg, Issues Analyst
and
Will McNamara, Director, Electric Industry Analysis

In a satellite media event on March 5, Pat Wood, the chairman of the Public
Utility Commission of Texas (PUCT), introduced the media to a statewide
campaign of television advertisements that are part of a kick-off of the
Texas Electric Choice Pilot Program. Electric choice begins in Texas on June
1, 2001, with the start of a pilot program in which 5 percent of customers
served by Texas investor-owned utilities can choose their retail electric
provider (REP). Most other customers will be able to choose their REP when
full-fledged electric choice begins on Jan. 1, 2002.

After fielding questions from a bevy of television media reporters at the 11
a.m. broadcast, Wood conducted an exclusive interview with SCIENTECH Issues
Analyst Susan Kellogg on how and why the Texas deregulation plan will work;
why California didn't; and what role the expanding renewables market
(particularly wind power) will play in developing a vibrant, competitive
energy market in Texas.

Analysis:  PUCT Chairman Wood is confident that Texas has done its homework
well, and the state's overall deregulation plan has set the stage for a
successful retail competitive market. When we think of Texas, we think "big,
confident, independent." However, a comprehensive, statewide group of
stakeholders explored deregulation from all sides*getting information and
advice from other deregulating states and international sources*to make sure
that Texans have a different experience with electric choice than
Californians did.

The summary of "what didn't work in California" has circulated in the media
for weeks, but Wood has an interesting perspective on what complicated the
state's energy deregulation market. Basically, Wood says, the California
market worked pretty well until it stopped raining in California, Oregon and
Washington. In Wood's opinion, the fact that California is dependent for
one-quarter of its power supply on an intermittent source (in this case,
hydroelectric power) makes little sense and is largely to blame for the
supply / demand imbalance still wreaking havoc in the state. The lack of
power plant investment exacerbated the dynamics of the market when a critical
piece of the power supply dried up last summer.

Wood's criticism of the California mismanagement focused on the "it's not my
job" mentality, considering that three state agencies were involved in
California deregulation and yet no specific agency seemed to be in charge.
"Bush would have run me out of Texas if we had done anything like that,"
mused Wood. "Our job is to not only do our job today but to plan for the
future to look ahead. Granted, there had been no power plant investment, but
not looking ahead with accountable facts was an inexcusable critical piece of
planning missed by the California Energy Commission."

The perfect storm of colliding conditions that plunged California into
survival mode could have been prevented. The whole energy market has a lesson
to learn, says Wood. And Texas has an opportunity to practice.

To counteract the mistakes made, Wood freely acknowledges that Texas
"pirated" most of the infrastructure of Texas' deregulation bill from
Pennsylvania's largely successful plan. The Texas legislature meets every two
years for a 90-day session. Right before the 1999 session, Wood and a
deregulation team went to Pennsylvania and visited with state commissioners,
legislators, industry executives, consumer groups, and customers to find out
what was working and what was not in the Pennsylvania model.

What they decided to leave behind from Pennsylvania's overall successful
deregulation strategies was the provision that allowed a Philadelphia
electric affiliate to go back into Philadelphia and attract the customers
away from their own utility in the name of competition. Texas' goal, Wood
clarifies, is to have a market of unaffiliated companies participating, which
will hopefully generate genuine, long-term competition. Yet, in contrast to
Pennsylvania, Texas adopted a policy in which customers that do not opt to
switch to a new provider are defaulted to an affiliated REP of their
incumbent utility. This affiliated REP, which cannot be the Toperation of
the incumbent utility, will remain subject to regulated rates in its assigned
service territory, although it is allowed to freely compete without price
regulation outside of its service territory.

As a result of this policy, Texas-based companies such as Reliant and TXU
have submitted multiple applications to the PUCT, covering separate
subsidiaries that will serve different customer classes and allowing the
companies to compete outside of their service territories. At last count,
over 11 companies had filed for certification with the PUCT to be a REP in
Texas. Companies that plan to be active in the Texas retail market include
The New Power Company, Green Mountain Energy, First Choice Power (the
competitive spin-off of Texas-New Mexico Power Company), TXU Energy Services,
Sempra, Shell, Reliant, and Enron Energy Services (among others).

Another Texan invention was the Electric Reliability Council of Texas
(ERCOT), the independent power grid that serves the bulk of the state and is
essentially an electrical island in the United States. Not possessing
multi-state jurisdictions has both its advantages and disadvantages. Wood
sees it being a plus for the Texas energy market because of the ability to
monitor the balance of supply and demand of energy flow.

Another feature of the Texas approach to deregulation is to make the
transition easier for both retailers and operators, in part by developing a
seamless integration between supply and demand.  Perhaps most significant is
the emergence of wind power and other renewables in the state, in part
because of a mandate (Renewables Credit Exchange) that allows a retailer to
buy renewable credits from a renewable operator at whatever price they agree
on.  In addition, Texas has established the Texas Renewables Portfolio
Standard. Until the end of 2001 is providing a federal tax credit for
companies that produce electricity from wind. The deregulation law in Texas
is considered the most supportive of renewable forms of energy when compared
to the 24 states that have enacted legislation for electric competition. The
key challenge for harnessing wind power in the state is to get the
transmission grid to consistently and efficiently transport the power back
into the main system.

There is a high desire for wind power in Texas.  According to Wood, once
green power programs were available in the state, people jumped on board so
fast that the pilot had to be put off a year so enough power supply could be
purchased. Wood thinks the demand will certainly outstrip the 3-percent
mandate put into place by the state. Right now, constructing a wind power
plant in Texas is actually less expensive than building a more traditionally
fueled power plant. An ambitious mandate of having 2,000 MW of renewable
resources by 2009 is fueling investors interest, sending millions of dollars
to Texas for renewable projects, says Wood.

Will Wood take his lessons and leadership to Washington D.C.? There are two
open positions on the Federal Energy Regulatory Commission (FERC), which is
now chaired by Curt H,bert. For months, it has been rumored that Wood will be
appointed by President Bush to assume one of those positions. When asked
whether he had any potential interest in a role with FERC, Wood fielded the
question diplomatically. He'll "leave that decision to the president," he
said.

Right now, Wood is focused on bringing electric competition to Texas. As
noted, the state's pilot program for electric choice begins this June with
full competition starting in January 2002. With regard to population, Texas
represents the second largest energy market (behind California), offering a
market value of about $20 billion. Thus, many eyes within the energy industry
are anxiously watching to see how deregulation will unfold in the Lone Star
State.

In turn, Wood acknowledges that Texas officials have been watching California
closely for the last year, and remain confident that the power supply
problems faced there won't happen in Texas. This is largely because Texas has
avoided making some of the critical mistakes made in California. One
important distinction between the two states is that Texas regulators have
allowed for power plants to be built in about half the construction time that
has been common in other states such as California. Since 1995, 22 new plants
have started operations in Texas, generating 5,700 MW. By the time
competition begins fully in January 2002, 15 more plants and 10,000 MW are
scheduled to come online. As a result, Texas officials say that*unlike
California*their state has more than enough generating capacity to meet peak
demand and provide at least a 15-percent reserve for the next few years. The
vast majority of these new plants are fueled by natural gas, with wind power
being a supplement.

In addition, there are significant differences between the market structures
in Texas and California. First, California's structure is based on an auction
pool, which the state modeled on the United Kingdom. Integral to California's
system is a Power Exchange, into which power suppliers submit power that they
want to sell on the competitive market. California's PX discouraged a healthy
bilateral contract market from forming because generators could make more
money selling into the PX. Texas, on the other hand, has no Power Exchange
and in fact has encouraged bilateral contracts as the way in which electric
service contracts will take place. In Texas, customers are encouraged to
establish long-term bilateral contracts with suppliers to secure the best
rates, which introduces the opportunity to protect them from wholesale market
prices as customers in San Diego discovered this summer.

The market potential for Texas competition appears very strong, which perhaps
more than anything else is due to good planning on the part of Texas
legislators and regulators. However, there are still some lingering concerns
about competition in the Lone Star State. First, there is a shortage of
transmission lines in Texas, especially in the northern half of the state.
Although PUCT officials say that sufficient transmission lines will be put
into place before competition begins, without sufficient lines companies
could experience transmission congestion.

Another concern is that Texas may be relying too much on natural gas. Almost
all of the new plants that have been built in Texas are powered by this fuel
source. As the price of natural gas has remained high, this could pose a
problem for the market in Texas. Hedging will be a key part of a successful
strategy for any provider in Texas, especially considering the rising
natural-gas prices. Still, the espoused advantages of competition (i.e.,
lower prices for end-users) could fall flat if so much emphasis is placed on
natural gas as the primary power source in the state. Yet, ironically,
customers may still benefit because of the multitude of power plants within
the state. Abundant supply in Texas may keep the cost of power low for
end-users, but less profitable for suppliers.

Overall, though, Texas remains the bright shining hope for those who support
energy deregulation in this country. The size of the state's energy market
will continue to attract new participants, at least on the front end of the
restructuring process. Whether they remain in Texas, and whether or not
competition in the state will truly bring benefits to end-users, remains to
be seen.

An archive list of previous IssueAlerts is available at
www.ConsultRCI.com

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LEHMAN BROTHERS INC.

Analyst:        Richard Gross
Telephone #:    212-526-3143
Headline:       EOTT Energy Partners, L.P.: Downgrading to 2-Outperform
Industry:       Energy & Power
Region:         United States
 Today's Date:  07/07/00
 Ticker:        EOT                      Fiscal Year:    12/31
 Price:         14.13                    52wk Range:     19 - 11
 Rank(New):     2 - Outperform           Target(New):    16
 Rank(Old):     1 - Buy                  Target(Old):    16.5
----------------------------------------------------------------------------
-
EPS  1999             2000               2001              %Change
     Act.     Old      New      St.Est   Old      New      St.Est
2000/2001
1Q    0.17    0.01     0.08A    0.08A    - -E     - -E     0.00E    -53    -
-
2Q    0.09    0.14E    0.14E    0.14E    - -E     - -E     0.00E    56     -
-
3Q    0.02    0.16E    0.16E    0.16E    - -E     - -E     0.00E    700    -
-
4Q    0.08    0.13E    0.13E    0.13E    - -E     - -E     0.00E    63     -
-
----------------------------------------------------------------------------
-
Yr.   0.36    0.50E    0.50E    0.56E    0.64E    0.64E    0.65E    39
28
P/E                    28.3                       22.1
----------------------------------------------------------------------------
-
MARKET DATA                             FINANCIAL SUMMARY
Shares OutStanding (MM)    28.0         Revenue (B)              11.4
Mkt Capitalization (B)     0.4          Five-Year EPS CAGR       - - %
Dividend Yield             13.4         Return On Equity (2000)  - -
Convertible                No           Current Book Value       - -
Float                      - -          Debt To Capital          - - %
                                        Disclosure(s)            A
----------------------------------------------------------------------------
-
INVESTMENT HIGHLIGHTS :
* We are downgrading EOTT Energy Partners to 2-Outperform from 1-Buy based
in
  part on the reduced prospects for near-term acquisitions.  We are also
  reducing our price target from $17 to $16, which is based on a cash
  distribution of $1.90 and a yield of 13.4%.
* We are concerned about the lack of near-term acquisition prospects for
  EOTT, and the subsequent impact this will have on cash distribution
  coverage levels.  EOTT's coverage level of total units is estimated at 75%

  for 2000 and 84% for 2001.
* EOTT's unit price is already up 9.1% through 2Q00 versus the S&P 500 which

  is down 1.0% in the same period.  We believe further unit appreciation
will
  likely be inhibited until coverage levels improve.
WE ARE DOWNGRADING EOTT ENERGY PARTNERS TO 2-OUTPERFORM FROM 1-BUYBASED IN
PART ON THE REDUCED PROSPECTS FOR NEAR-TERM ACQUISITIONS.  We are also
reducing our price target to $16 from $17, which is based on a cash
distribution of $1.90 and a yield of 13.4%.  We are maintaining our earnings

estimates for EOTT at $0.50 for 2000 and $0.64 for 2001.

WE ARE CONCERNED ABOUT THE LACK OF NEAR-TERM ACQUISITION PROSPECTS FOR EOTT
AND THE SUBSEQUENT IMPACT THIS HAS ON IMPROVING THE CASH DISTRIBUTION
COVERAGE LEVELS.
We estimate that the total unit coverage level will be 75% in 2000,
increasing to 84% in 2001, assuming a cash distribution of $1.90 per unit.
EOTT will need to boost its distributable cash level by approximately $14
million in order to reach the 100% coverage level for all units in 2000.
Without making an acquisition, it is unlikely that EOTT will reach this
coverage level before 2002.  Furthermore, although an acquisition would be
accretive in the long run, it would likely be dilutive to earnings and cash
in
the near-term.  In the meantime, EOTT has coverage support from Enron
through
2001.

UNIT PRICE APPRECIATION IS LIKELY TO BE INHIBITED UNTIL COVERAGE LEVELS
IMPROVE FURTHER
EOTTs unit price has appreciated 9.1% through the end of 2Q00, as compared
to
the S&P 500, which is down 1.0% during the same time period.  Including the
cash distributions, EOTTs return has been close to 16% so far this year.

____________________________________________________________________________
__
___________________________Company Description :  - -EOTT is one of the
largest independent crude oil gathering and marketing companies in North
America.  Crude is gathered from over 6,000 producers with ownership of over

40,000 wells.  Common carrier and proprietary pipelines transport EOTT and
third party crude to market over a network of over 8,200 miles of
facilities.
This network moves over 500,000 barrels per day.  EOTT also operates a small

gas processing plant and associated fractionation facilities to provide
blending stock for upgrading heavier, less valued crudes gathered in
California.

Margaret A. Connerty (212-526-3896) - mconnerty@lehman.com
____________________________________________________________________________
__
____________________________________________________
Disclosure Legend:  A-Lehman Brothers Inc. managed or co-managed within the
past three years a public offering of securities for this company.  B-An
employee of Lehman Brothers Inc. is a director of this company.  C-Lehman
Brothers Inc. makes a market in the securities of this company.
This document is for information purposes only. We do not represent that
this
information is complete or accurate. All opinions are subject to change. The

securities mentioned may not be eligible for sale in some states or
countries.
This document has been prepared by Lehman Brothers Inc., Members SIPC, on
behalf of Lehman Brothers International (Europe), which is regulated by the
SFA.


I think we should consider this request.
--------------------------
Sent from my BlackBerry Wireless Handheld (www.BlackBerry.net)


Cathy:  slight wording change from Rick Causey:  add words at beginning of
third sentence in italics and drop the phrase "on accounting issues and
reporting earnings" at the end of that third sentence.  Thanks.  Clear as
mud?  --Sally

 Brent Price will be joining Enron Global Markets as Vice President of
Operations and Chief Accounting Officer.  He will report to the EGM Office of
the Chairman, and to Sally Beck, Vice President of Global Risk Management
Operations.  In his role as Chief Accounting Officer, Brent will also report
to Rick Causey, Executive Vice President and Chief Accounting Officer for
Enron Corp.  Reporting to Brent in his new position will be Sheila Glover,
business controller for Global Financial Products;  Todd Hall, business
controller for Weather; and Scott Earnest, business controller for Global
Products and Coal.  In addition, Tom Myers has joined Brent's management team
as Director of Accounting.  Brent and his team are responsible for all
accounting, risk reporting and trading operations for all the businesses
within EGM.


Attached is the final version of the GenCo model sent out to Orion in the
Information Memorandum yesterday.

Have a great weekend!


thanks, babe.


Billy,

It is expected that by the time the hard costs referenced in #2 are incurred,
the project will be in E Next (or its successor/take out vehicle) since
construction will be nearly complete.  Costs incurred in #3 should be Phase 2
E Next costs, since this should be in the construction period, although it
could be immediately prior to that time.

Lisa, I skipped Rose on this email since she is out of town, and reviewed
this agreement before she left.

Kay

From: William Fleenor/ENRON@enronXgate on 06/04/2001 09:46 AM
To: Kay Mann/Corp/Enron@Enron
cc:

Subject: RE: Deerfield development agreement

See comments therein.

 -----Original Message-----
From:  Mann, Kay
Sent: Friday, June 01, 2001 2:01 PM
To: Fleenor, William
Subject: Deerfield development agreement

Hi Billy,

Can you take a look at this since the Hermanator is out?

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 06/01/2001 02:00
PM ---------------------------

Kay Mann
05/31/2001 06:48 PM
To: Lisa Bills/Enron@EnronXGate, Herman Manis/Enron@EnronXGate, Roseann
Engeldorf/Enron@EnronXGate
cc: Ben Jacoby/Enron@EnronXGate, Steven Krimsky/Enron@EnronXGate

Subject: Deerfield development agreement

Hello.

The commercial team  has asked that I forward this document to you for
review.  It is a development agreement for a project in Florida.  We have
attempted to address the accounting/E-Next issues, but please advise of any
desired changes.

Thank you,

Kay

 << File: Deerfield development ag May 31.DOC >>

PS  Pardon the formatting.  It will be cleaned up by those with the ability
to do so.


Hi Nancy,

There are some comments on the VEPCO ppa from our regulatory side.  I was
unclear if you had seen these before.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 07/14/2000 06:36
PM ---------------------------

Christi L Nicolay@ECT
06/15/2000 05:41 PM
To: Kay Mann/Corp/Enron@Enron, Heather Kroll/HOU/ECT@ECT, Ozzie
Pagan/HOU/ECT@ECT, Jeffrey M Keenan/HOU/ECT@ECT, Tom Chapman/HOU/ECT@ECT
cc:

Subject: Re: VEPCO PPA

Several thoughts from federal reg./transmission side:
I haven't worked with a VEPCO interconnection agreement yet, but many times
there are requirements that the generator is required to provide emergency
power to the interconnected transmission provider, in which case you would
want the interconnection agreement to cover all costs you would incur to
replace the energy at a different location (usually it is difficult to get
this agreement, so you should check and then factor that into the equation).
I would be happy to look at the interconnection agreement with you.
Interconnection of generation is a separate process from requesting
transmission.  It appears that VEPCO has to buy the transmission (or use its
network transmission) when the Delivery Point is the plant.  Enron will have
to purchase transmission on VEPCO if it is selling to third parties off the
plant and will have to purchase transmission on other systems if it wants to
supply at an alternate delivery point.  Please discuss this with Kevin
Presto's tranmission people (Bill Rust on 31).  Enron cannot use VEPCO's
network transmission to delivery to third parties.
Is this plant in the VEPCO queue yet?  Also, FERC has issued some recent
rulings that deal with time limits on system impact studies, etc.  While
VEPCO is probably incentivized to get this built, you want to make sure that
you do not lose optionality in selling to third parties from the plant due to
transmission constraints.  A request for transmission on OASIS is the only
way to ensure deliverability to third parties.
3.5 (c) Intra-day scheduling--You may have hourly transmission risk for an
increase.  Unless you buy longer term firm, you will deliver from other
sources using hourly non-firm, which is the lowest priority of transmission
and subject to getting cut.  You may want to consider doing this on
best/reasonable efforts basis.  (Also, even if you purchase
daily/monthly/yearly firm to serve third parties, if you change the point of
receipt or point of delivery temporarily, your request is treated as
non-firm.)
12.4--Currently VEPCO is interested in joining the Alliance ISO (an RTO that
has not been approved by FERC yet--competing ISO to Midwest ISO), but since
FERC has not approved any RTO for VEPCO yet, there could be significant
changes in the transmission charges/methods of obtaining
transmission/grandfathering of current transmission, etc during this
contract.  Make sure with the ENA attorneys that this out/increase in price
covers that circumstance.
Underlying tranmission rates on VEPCO or any other provider can change at
most any time, subject to the provider filing a rate case.  Therefore, any
current transmission rates shown on OASIS are not necessarily what you will
pay over the term of any transmission that Enron may purchase to serve this
contract.  Generally, transmission providers will not agree to fixed rates.

Tom Chapman
06/13/2000 06:07 PM
To: Christi L Nicolay/HOU/ECT@ECT
cc:
Subject: VEPCO PPA

Christi--

This is the note that I received on Tuesday June 13.  This is a relatively
early draft of the PPA.

I think that we still have to purchase the land associated with the sites and
do the due diligence on the site with regards to some of the siting issues.
IN addition, in NC we are going to get a CPCN to site the plant to speed up
the regulatory process in the NCUC.  I think that this will make the issue
less contentious because of the NCUC's acceptance of the Dynegy plant at
Rockingham that had a PPA with Duke Power.

Using the Dynegy plant as a guideline, their only stumbling block was their
gas agreeement.  They built a bypass off Transco.  We would be taking gas
from the LDC of Rocky Mount.  Having talked with the regulatory folks at the
NCUC who handle gas issues, this is the preferred route.  So, I do not think
that we have any major state issues.  I think that right now we are simply
working on some of the siting issues.

That being said, I will let you take a look at the PPA and let me know or
Jeff Keenan (or even Heather Kroll or Ozzie Pagan) if you think that there
are some transmission issues or other issues on the federal level.

Thanks.

Tom
---------------------- Forwarded by Tom Chapman/HOU/ECT on 06/13/2000 06:04
PM ---------------------------

Linda J Simmons
06/13/2000 08:45 AM
To: Kay Mann/Corp/Enron@Enron, Heather Kroll/HOU/ECT@ECT, Ozzie
Pagan/HOU/ECT@ECT, Jeffrey M Keenan/HOU/ECT@ECT, Tom Chapman/HOU/ECT@ECT
cc:
Subject: VEPCO PPA

----- Forwarded by Linda J Simmons/HOU/ECT on 06/13/2000 08:44 AM -----

	"Nancy Wodka" <nwodka@bracepatt.com>
	06/12/2000 04:20 PM

		 To: <linda.j.simmons@enron.com>, <lisa.mellencamp@enron.com>
		 cc: "William Frederking" <wfrederking@bracepatt.com>
		 Subject: VEPCO PPA

Lisa:  Attached is a draft of the Power Purchase Agreement with VEPCO, based
on the current version of the term sheet.  In preparing the draft, we did
encounter several additional questions for Enron's consideration.  These are
noted with brackets and, in some cases, italicized notes, in the draft and
are also highlighted below.  You may want to address these issues before this
goes to VEPCO.

Cover and first page-- Should the party to the agreement (for the moment) be
ENA or a special purpose company?

Definitions--  We included a defined term "Emergency Start-Up" (a start up or
increase in energy scheduled during a day) and a place in Exhibit A to
include a price for this, although this was not covered in the term sheet.

Section 2.2--  We included a provision for VEPCO to take test energy (energy
charge only; no demand charge)--do you want this?

Section 2.3--  This was taken from the term sheet, but is it correct that COD
will be July 1 (since the demand charge is supposed to start June 1?)  Also,
it would be best to define "commencement of construction" to avoid
controversy down the road.  We could either do this now or put in a
placeholder that indicates it needs to be defined or be silent, whichever is
your preference.  Also, bear in mind that we have not included a specific
remedy (e.g., liquidated damages) if the Seller does not achieve that
milestone on time.  Under the default provision (Section 8.1(c)), there would
be a 30 day period to cure before Buyer could terminate (extendible to 90
days if a longer period of time is needed and Seller diligently pursues the
cure).  Would you prefer the right to pay ld's and extend the time period?

Section 3.1(b)--  Should the 1400 hour limitation apply to all sales under
this PPA or only sales from the Facility?  I.e., would you use this Agreement
to sell to VEPCO power in addition to what would be available from the
Facility?  Also, is this a calendar year limitation--i.e., could they take
1400 hours in the period June-Dec. 2001 or does the 1400 hours need to be
pro-rated for the first year?

Section 3.4-- Since this is not a base load plant, the normal definition of
Availability as the number of hours in a year of operations compared to the
total hours in the year would not seem to be applicable.  Instead, we stated
that the Facility would be capable of being available 92% of the year (other
than due to Force Majeure and 336 hours (2 weeks) of scheduled
maintenance)--i.e., that if they tried to schedule it, it is expected to be
available.  Is that what Enron intended?  Additionally, the term sheet stated
that a remedy for failure to meet Availability would need to be agreed--why
wouldn't cost of cover damages be appropriate? Also, please note that we
included language stating that Seller will not perform maintenance during
peak periods.

Section 3.5(b)-- Please note the bracketed language re taking Blocks of
Energy.  We have 50 MW minimum blocks but the capacity is 223--should we
allow the last Block to be 23 if they've scheduled all the rest?

Section 3.5(c)-- Please see the bracketed language at the end of this Section.

Section 4.7-- Should there a required minimum take of Energy?

Article 6-- The Genco/Santee Cooper form of PPA we used as a model did not
have any provisions on metering.  (See placeholder note in Article 6.)  Do
you want to add such a provision, ignore it or just include a placeholder for
now?

Section 9.1-- Is 30 days from invoice correct for the payment due date or
would you prefer a shorter period?

Article 15-- The Genco/Santee Cooper form had mediation as a required step
prior to arbitration.  Should we keep that?  Also, the form of arbitration is
"baseball" arbitration--i.e.,  the arbitrators have to chose one party's
position or the other's.  Is that what you want?

Section 16.2--  We used New York for governing law, on the premise that it
will be difficult to get VEPCO to agree to Texas law and we would not
recommend Virginia law for this contract.

Exhibit A-- There are a number of questions on the pricing exhibit--please
see the bracketed notes therein.

Please call and let us know how you would like to proceed on this draft.

 - VEPPPA.DOC


Forgot to include these questions.  Thanks for the call this morning, your
help is very much appreciated.
Ben
---------------------- Forwarded by Benjamin Rogers/HOU/ECT on 10/20/2000
08:29 AM ---------------------------

Don Miller
10/20/2000 08:29 AM
To: Benjamin Rogers/HOU/ECT@ECT
cc:
Subject: Questions regarding PSD permit for Lincoln

---------------------- Forwarded by Don Miller/HOU/ECT on 10/20/2000 08:28 AM
---------------------------

mhhurtado@duke-energy.com on 10/18/2000 02:51:20 PM
To: don.miller@enron.com
cc: japearson@duke-energy.com, jparker@mayerbrown.com, jusow@mayerbrown.com
Subject: Questions regarding PSD permit for Lincoln

Don,

As a result of our review of the information and documents on Lincoln we
are requesting additional documents which are not in the data room.

1.   Relating to the plant's PSD:

     The Mostardi & Platt emissions test protocol for the May 2000
     emissions test
      A report to Illlinois EPA containing the emission test data
     Continuous Emission Monitoring (" CEM") Data ( all data
     developed since start-up)
     Any reports to IEPA required under the permit pertaining to
     exceedances, or
     start-up, breakdown & malfunction ( we have internal memos indicating
     that there
     was a breakdown at # 7 on July 5,2000)

2. Also, we don't have any permits for wastewater discharge. We have been
told that there is no wastewater discharged except
sewage/office wastewater which is going to a septic field. But we have no
verification of this at this point.

Thank you for your attention to these items.

Mario H. Hurtado
Duke Energy North America


The following items were presented in last week's change control meetings....

Nov. 29
Shared Folder Move "Common" located on GTA\SYS2\ will be moved to GTHOU-DV01\data1\Transfer.  In an effort to migrate the remaining GTA Common folders from the old GTA server to our current Windows 2000 server, GTHOU-DV01\Common, we are asking you to do the following:
?	Review the folders on gphou-nwgway1\gta2\Common.
?	Identify the folders you are currently using.
?	Reply back with a list.
?	Only the folders identified on the reply back will be moved!

Dec. 1-2
Between 11:00 p.m. and 4:00 a.m., ENW will be upgrading ORACLE on EDI_QA to version 8.1.7.

ETS Solution Center - Houston, at 713-345-4745
ETS Solution Center - Omaha, at 402-398-7454


Hi Ami,

Sorry for not getting to you earlier. I am at home today. I don't think I have the MTH prices. I have requested those from RISI today so hopefully they will send them to me fast. The other prices are in the folder o:/Industrial Markets/Fundamentals/Paper/Pulp/RISI PRICES

Thanks,
Monika

-----Original Message-----
From: Thakkar, Ami
Sent: Wed 10/10/2001 12:30 PM
To: Causholli, Monika
Cc:
Subject: RISI

quick question....which report in RISI do i look at for these numbers? thanks!!

Conduct an correlation analysis between NBSK and Mixed Tropical Hardwood (MTH) price  and between BEK (Bleached Eucalyptus Kraft) and MTH


EA Logo.bmp

Announcement:

?Entrepreneurs Week is HERE!!!

Sponsored by:

ITU logo.jpg

Tuesday (March 13):

12:30-2:00: Job Fair (hosted by Career Center) - B of A  Forum
- come learn about PEL (Partners for Entrepreneurial Leadership) and BSG
(Berkeley Solutions Group)

6:30-9:00:? UCB Graduate Collaborate Roundtable Dinner - FULL
- for Berkeley grad students in business, engineering, law, and information
systems. Organized by the Graduate Collaborate, a multi-school team devoted
to improving the interactions between Berkeley's Graduate Schools.? What is
the Entrepreneurship Roundtable Dinner? At the event, you'll be matched to a
table with a balanced group of other fellow Cal graduate students from the
schools listed above to talk about business, technology, entrepreneurship and
to make contacts and new friends.

Potential Table Topics:
Next Generation Internet
Voice portals
3G
Digital Intellectual Property (The Napster Issue)
Optical Networking
Peer-to-Peer/Distributed Computing
B2B - when will it come back in vogue?
B2C - is it dead?
Wearable computing
Or whatever else you would like to suggest!

- for further information, including RSVP details: see e-mail from Steven
Schuman (schuman@haas.berkeley.edu)

Wednesday (March 14):
? 5:00-6:00:? Cyrus Harmon, Founder, President, CEO, Neomorphic, Inc. - Wells
Fargo Room - JUST ADDED !!!
? - Hear the story of the UC Berkeley entrepreneur who led Neomorphic, a
bioinformatics software company, from the back of an
??? envelope through its sale to Affymetrix for $70M!!

5:30-7:00:? Tour of Berkeley Incubator - Bancroft Hotel - Still Accepting
RSVP !!!
- Berkeley Incubator, founded in 1997 for start-ups created by current Haas
students and recent graduates.? Designed to provide office space, advanced
telecommunications capabilities and access to the Lester Center,s networks of
venture capitalists, attorneys, accountants, and consultants.
- if interested, please email Shing Wong (swong@haas.berkeley.edu)
Friday (March 16):

3:30-4:45:? John Williams, SVP for Marketing Intelligence and Alliances, VISA
International - Wells Fargo Room
- John Williams, Senior Vice President for Market Intelligence and Alliances
at VISA International, will speak on his experiences as an original member of
the Palm team, a co-founder of Razorfish and a graduate of both the Haas and
Boalt schools.

5:00-??:? EA/BBSA (Entrepreneurs Association / Black Business Students
Association) Consumption Function
- come enjoy great food, music, and beer
- entertainment:? Tony Rovello and the Highwater Blues Band... LIVE in the
courtyard!!!
 - EA Logo.bmp

____________________________________
Shing Wong
President, Haas Entrepreneurs Association
MBA Candidate, May 2002
Haas School of Business, UC Berkeley
(510) 823 - 5437
swong@haas.berkeley.edu


Attached is the form of Amendment to the Gas Conversion Agreement that was
executed by TW on Friday.  The Amendment does the following:

 1.  Shifts gas flow delivery to commence upon the Start Date instead of the
2 month lag.
 2.  Deems the Start Date for all operational documents with TW to be May 1,
2000 regardless of when physical start up occurs.

Please contact me at (713) 853-3512 with any questions.


Enjoy!
 - 20010925ERCOT_LOAD.XLS
 - 20010925ERCOT_FLOW.XLS


URGENT

The Associate and Analyst Recruiting Department will be conducting a number
of two hour workshops to review our recruiting and interview process for the
fall on-campus recruiting effort.  Critical information regarding our
on-campus interview process, revised evaluation forms and program structure
will be reviewed during these two hours sessions.

It is mandatory that all team members attend these workshops.  All team
members must attend in order to articulate and demonstrate the Enron
recruiting process.  Knowing how busy schedules are, we have made
arrangements to present these workshops in two hours sessions for a total of
40 workshops that will run during the last week of August, through the month
of September and end at mid October.

Listed below are the dates, location and times for each session.  Please
select a date and time and e-mail this information to my assistant, Dolores
Muzzy.  We can accommodate 25 participants at a time.  Dolores will take
dates and times on a first come, first serve basis.  We have scheduled enough
sessions to accommodate every member of both the Associate and Analyst
recruiting teams.

In order to participate in the recruiting process, you must attend one of
these sessions.  We will be tracking participation.  CPE credits will also be
given for attending this workshop.


she blew me up


Do you have a copy of the order?


aye aye.

	Nancy Sellers <Nancy.Sellers@RobertMondavi.com>
	05/16/2001 10:06 AM

		 To: "'Prentice Sellers'" <psellers@haas.berkeley.edu>, Jeff Dasovich
<Jeff_Dasovich@enron.com>, Prentice Sellers <PSellers@pacbell.net>
		 cc:
		 Subject: RE: Wine tasting

That would be perfect

-----Original Message-----
From: Prentice Sellers [mailto:psellers@haas.berkeley.edu]
Sent: Tuesday, May 15, 2001 8:00 PM
To: Nancy Sellers; Cameron; Jeff Dasovich; Prentice @ Berkeley; Prentice
Sellers; Scott Laughlin
Subject: Re: Wine tasting

Jeff should do Navarro
>---- Original Message ---
>From: Nancy Sellers <Nancy.Sellers@RobertMondavi.com>
>To: Cameron <cameron@perfect.com>, Jeff Dasovich <Jeff_Dasovich@enron.com>,
"Prentice @ Berkeley" <PSellers@haas.berkeley.edu>,     Prentice Sellers
<PSellers@pacbell.net>,     Scott Laughlin <scottwl@hotmail.com>
>Cc:
>Subject: Wine tasting
>
>For our wine tasting at the dome, I am assuming that Cameron and Scott will
>want to do Byron Pinot and Byron Chard.  I will probably do RMW.  Jeff and
>PP - do you have any ideas or requests that I could help you with?
>
>
>Nancy
>(707) 251-4870 (phone)
>(707) 265-5446 (fax)
>"Plus je bois, mieux je chante"
>
>
>
>


Resend

 -----Original Message-----
From: 	Steffes, James D.
Sent:	Friday, November 02, 2001 1:47 PM
To:	Shapiro, Richard
Subject:	PA PUC Gas Assessment

Rick --

We do have an on-going dispute with the PAPUC about our assessment for gas sales.  The charge is $150k.  We are suing with others the PAPUC to argue that we are not a utility and therefore can't get assessed.

Jim


Yesterday in a conversation with Mike Day, he confirmed we have no basis in
AB 1890 or anything else to claim entitlement to continuation of some type of
market based credits.  Given that interpretation, we tentatively decided the
advice letter protest would be drafted to say at least these things -
1)  the PE credit should include the 4 cents of surcharge (the 1 from January
plus the latest 3 now subject to rate design hearings)
2)  there is no restriction on the PE credit going negative.
3)  the tariff should be clarified to say it excludes DWR purchases, assuming
that is the case.

If we are going to otherwise object to the Advice Letter, the approach could
be:
1) the Commission needs to generically address the replacement of PX credits
and not allow one utility to change it through an advice letter;
2) the Commission has not addressed the entitlement of DA customers to hydro
assets and must make a determination on this;
3) if the Commission approves this Advice Letter, it should say SCE has no
further claim to stranded costs on its generation;
4) as an interim measure until the Commission fully looks at PX credit
calculations,  we recommend that SCE adopt a PX proxy, such as Dow Jones.

This approach allows us to argue process rather than entitlement to market
based credits.  Given all the time constrains, I'd suggest we capture these
latter issues through a very simple 1-2 paragraphs.

Bob, I know you're getting a call together; I'll call you to confirm.

	Robert C Williams/ENRON@enronXgate
	04/24/2001 08:47 AM

		 To: Richard Shapiro/NA/Enron@Enron, James D Steffes/NA/Enron@Enron, Harry
Kingerski/NA/Enron@Enron, mday@gmssr.com@SMTP@enronXgate, Jeff
Dasovich/NA/Enron@Enron
		 cc: Wanda Curry/HOU/EES@EES, Vicki Sharp/HOU/EES@EES, Mike D
Smith/HOU/EES@EES
		 Subject: FW: DA Account Balances

As you can see from below, I don't see how we can support the PE Advice
Letter.  We reserved our right to oppose it in the stip.  I think we should
clarify that SCE will acknowledge our full claim ($124 million) without any
offset in exchange for our cooperation with the MOU.

 -----Original Message-----
From:  Megan.Scott-Kakures@sce.com@ENRON
[mailto:IMCEANOTES-Megan+2EScott-Kakures+40sce+2Ecom+40ENRON@ENRON.com]
Sent: Monday, April 23, 2001 2:52 PM
To: Williams, Robert C.
Cc: Jennifer.Tsao@sce.com
Subject: DA Account Balances

Attached is our record of credit balances for Enron DA accounts, as of
April 20.  The $84 million or so I referenced this morning is our
calculation of what SCE owed through 1/18.  If the PE credit methodology is
approved and applied back to January 19, then Enron would be rebilled for
$68 million (for transmission and distribution charges), which offset
against the earlier credit and the credit calculated for 1/19 - 4/20,
reduces the total credit owed to $62 million.

As we discussed, Jenny is more familiar than I with the details of the
credits and will call you back with someone from our Billing/Credit group
who is even more familiar.

(See attached file: Enron PX Credits as of 4-20-01.xls)
 - Enron PX Credits as of 4-20-01.xls


but the broker has 207.50?

---------------------- Forwarded by Kerri Thompson/Corp/Enron on 03/12/2001
04:56 PM ---------------------------

Kerri Thompson
03/12/2001 04:09 PM
To: Kate Symes/PDX/ECT@ECT
cc:

Subject: apb

missing deals for mark

sell mirant
april
25 mw
207.50
pv

sell mirant
april
25 mw
205.00
pv


---------------------- Forwarded by Amy Fabian/Corp/Enron on 08/14/2000 02:32
PM ---------------------------

Chris Long
08/10/2000 06:12 PM

To: Mark E Haedicke/HOU/ECT@ECT, Steven J Kean/HOU/EES@EES, Richard
Shapiro/HOU/EES@EES, Mark Taylor/HOU/ECT@ECT, Joe Hillings/Corp/Enron@ENRON,
Cynthia Sandherr/Corp/Enron@ENRON, Tom Briggs/NA/Enron@Enron
cc: raislerk@sullcrom.com, Allison Navin/Corp/Enron@ENRON

Subject: CFTC Reauthorization

At his request, I met Lee Sachs, Assistant Treasury Secretary, who had
requested the meeting after a brief conversation recently.  Lee said that
senior-level negotiations led by Secretary Summers were initiated last week
between the CFTC and SEC and that progress was being made on the single stock
futures issue (the major issue postponing movement of the legislation).

As you know, the House completed committee work on HR 4541 before it
recessed.  The bill will now is pending before the Rules Committee where
differences will be worked out between the three different Committee versions
(Agriculture, Commerce, and Banking).  The Senate Agriculture Committee
passed out the Senate version in July.  However, the bill is not moving
quickly in the Senate due to Senator Phil Gramm's desire to see significant
changes made to the legislation (not directly related to our energy
language). Last week at the Republican Convention, I asked the Senator about
the bill and he said they were working on it, but much needs to be changed
for his support.  More telling perhaps, were Wendy Gramm's comments that she
would rather the current bill die if a better bill can be passed next year.
What this means is that we must, at the least, remove Senator Gramm's
opposition to the bill to move the process and more importantly seek to gain
his support of the legislation.

Lee Sachs message was just that.  I told Lee that we shared his desire to
move the legislation as long as it contains a full exclusion for all
non-agriculture commodities (including metals).  He said that we would have a
difficult time defending the metals provision politically. But, Lee said  "we
would not find Treasury opposition to the House Commerce Committee language"
(which includes favourable language on energy and metals).   This is a
positive development, because it isolates the CFTC from its key defenders and
I hope ensures no veto threat on our issues.  However, I do not expect
Treasury to be vocal in support of our position.  It is clear that
Congressional leaders and the Administration want to get this bill done this
year and there remains a good opportunity for enactment.

However, with less than 20 or so legislative days left, we need Senator Gramm
to engage.  A call from Ken Lay in the next two weeks to Senator Gramm could
be an impetus for Gramm to move his staff to resolve the differences.  Gramm
needs to fully understand how helpful the bill is to Enron.  Let me know your
thoughts on this approach.   I am prepared to assist in coordinating the call
and drafting the talking points for a Ken Lay/Sen. Gramm call.


Dan Pribble's next Director Meeting is scheduled for Thursday, February 21st in ECN45C2.

	Below are the proposed agenda items:
		Don Hawkins/Charlie Thompson - Objectives
		Max Brown - Pipeline Integrity follow-up
		Larry Urban - Safety Workshop Feedback, Objectives, Mega Safety Awards, Safety-PPE's, Public Awareness

	Please respond to this email and let me know how much time you need for your agenda item and/or other agenda items you wish to discuss.

	Thanks!

         Melinda Gallishaw
           Enron Transportation Services
         Southwest Operations
         Loc:  ECN4517
         Tel:   713-853-7688
         Fax:  713-646-4808
  melinda.gallishaw@enron.com


Jim:
Scott and I are working with Kinder/Morgan on pricing a 3 year deal off of
one of their facilities.  These are the facilities that we looked at late
last year for buying 2 of their plants.  The plants have a configuration of:
6 LM 6000's, 2 GE 7EA's and steam turbine.  They are able to run in at peak,
swing and base load levels very easily.  They are looking for a 3 year  term
deal for 510 MW's, with $1.00 VOM and Heat Rate of 8,531 located in Little
Rock, ARK..  Pricing starts June 02 and goes to Cal. 04.  Anyway, I want to
know if you guys are able to meet tomorrow at 2:00pm to talk about pricing up
this deal.   It should only take about 15-25 minutes.  Thanks for your time.

Regards,
Ben
3-7998


Please find attached the current copy of the EnronOnline Weekly Public Report and Key Messages, including slides and statistics for public consumption.  The information contained in the attachments can be communicated to audiences outside the company and should be used to ensure that we present a consistent message to the public. Please ensure that this email is distributed to anyone in your group who needs to discuss EnronOnline with individuals outside the company.

This report is not intended to be used as a stand-alone presentation, nor that all the information be used in a single presentation or customer communication.

Total Life to Date Transactions >1,400,000
Average Daily Transactions > 5,200

Life to Date Notional Value of Transactions > $800 billion
Daily Notional Value Approximately $2.4 billion

Number of Products Offered: Approximately 1,850
Number of Currencies Traded in = 15

EnronOnline Version 1.0 Launch Date: November 29, 1999
EnronOnline Version 2.0 Launch Date: September 18, 2000

This report can now be accessed directly through the EnronOnline Intranet Site at http://eolinfo.enron.com.

In order to access this report,  click on the link above. Once there, follow the link entitled "Reports" and then select the "Public Reports" tab. A dropdown menu will appear with a list of the various public reports available for viewing. .

We look forward to your feedback and comments. If you have any questions or experience any difficulties accessing your reports through the Intranet Site, please feel free to contact either Bryan Deluca at x36161 or Fraisy George at x35424.


AQUARIUS

                   HOROSCOPE:    Weekly

                   For May 15-21: You're moving away from one
                   base of operations into another. Your
                   priorities and basic requirements are also
                   shifting. You find yourself relying less on
                   something you've clung to in the past -- and
                   moving closer to something newer, fresher,
                   and more invigorating. You've got a rage to
                   live and a burning desire for peak
                   experiences. Middle of the road choices
                   won't do it for you. Your hankering to push the
                   envelope could get you into hot water with the
                   old guard and certain close associates or
                   relatives -- possibly because they're afraid of
                   being replaced. But the genie is already out
                   of the bottle, Aquarius. You can't unlearn what
                   you've already tasted. Change is rolling in on
                   its own power now. Go with it. . . and try to
                   enjoy the ride. . .


---------------------- Forwarded by Matthew Lenhart/HOU/ECT on 11/13/2000
01:15 PM ---------------------------
To: Matthew Lenhart/HOU/ECT@ECT
cc:

Subject: Fwd: Election concession & retraction parody. Has good audio also.

---------------------- Forwarded by Ross Prevatt/HOU/ECT on 11/13/2000 01:08
PM ---------------------------

Charles H Otto
11/13/2000 01:03 PM
To: Ross Prevatt/HOU/ECT@ECT
cc:
Subject: Fwd: Election concession & retraction parody. Has good audio also.

---------------------- Forwarded by Charles H Otto/HOU/ECT on 11/13/2000
02:01 PM ---------------------------

Chris Gaskill@ENRON
11/13/2000 12:35 PM
To: Charles H Otto/HOU/ECT@ECT, Tara Piazze/NA/Enron@ENRON
cc:
Subject: Fwd: Election concession & retraction parody. Has good audio also.

---------------------- Forwarded by Chris Gaskill/Corp/Enron on 11/13/2000
12:35 PM ---------------------------

Marc Bir <marc@delphihome.com> on 11/13/2000 12:29:45 PM
To: Chris.Gaskill@enron.com
cc:

Subject: Fwd: Election concession & retraction parody. Has good audio also.

><http://www.mediatrip.com/shows/phone_flash.html
>http://www.mediatrip.com/shows/phone_flash.html


Mary:
A draft of the amendment letter to the ETA was sent by fax today to John
Puett.
Carol


HOw much does that cost?  I mayh run it through Tom's RC.

Laura Harder@ENRON
12/13/2000 08:46 AM
To: Daren J Farmer/HOU/ECT@ECT
cc:
Subject: CQG

I had Daniel Queada request CQG for Stacey, and when I checked the status of
the request, it shows that it's pending.  After trading, and when you get a
second, can you go into the IT website and approve it?  Call me over if you
want me to show you how to do it.

Thanks,
Laura


As a registered reader of PMA Onlines Daily Power Report, we are happy to
provide you with a free trial subscription to Restructuring Today until May
3. Please see yesterday's issue attached. As a paid subscriber you receive
timely news the date of issue.

Restructuring Today has distinctive industry news and analysis which PMA
cannot deliver from the wire services, and at only $487 for over 250 issues
each year, we consider it a bargain.

YOUR FREE TRIAL TO RESTRUCTURING TODAY ENDS SOON! ORDER BEFORE MAY 9 TO GET
YOUR $50 DISCOUNT.

Check it out, and if you'd like to subscribe, just give us your name, email
and telephone number, hit "reply" and a subscription agent will contact you.
You can also find a
subscription order form on the back page of the newsletter.

Requires Acrobat Reader 3.1 or higher, available free at:
http://www.adobe.com/prodindex/acrobat/readstep.html#reader

( ) YES, I WANT TO SUBSCRIBE TO RESTRUCTURING TODAY IN PDF
FORMAT FOR ONLY $437/year ($50 of the regular price for subscriptions orders
placed
before May 9).

( ) I AM INTERESTED IN A CORPORATE SUBSCRIPTION TO RESTRUCTURING
TODAY (Provide telephone number)

NAME:

EMAIL*:

TELEPHONE:

( ) PLEASE DO NOT SEND ME TRIAL SUBSCRIPTIONS IN THE FUTURE

Thanks for reading!

 - rt010427.pdf


[IMAGE]
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Oct. 9 - Irvine, Crowne  Plaza, 949.863.1999 (more info )
Oct. 11- San Francisco, Westin St. Francis, 415.397.7000 (more  info)
Oct. 16 - Chicago, Omni Ambassador East Hotel, 312.787.7200 (more  info)
Oct. 18 - Dallas, Doubletree (at LBJ/Tollway), 972.934.8400 (more  info)

Irvine
Tuesday, October 9, 8:30  - 10:30AM (Breakfast served at 8:00 AM)
Irvine Crowne Plaza
17941 Von Karman Ave.
Irvine, CA 92614
Phone: (949) 863-1999
Directions: San Diego Freeway  (I-405): Exit MacArthur Blvd. North/East to Main St., take a Right to Gillette.  The Crowne Plaza is on the North/East side of the 405 between Jamboree Road  and MacArthur.
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(return to  top)

San Francisco
Thursday, October 11, 8:30  - 10:30AM (Breakfast served at 8:00 AM)
Westin St. Francis
335 Powell Street
San Francisco, California 94102
Phone: (415) 397-7000
Directions: From I-280 exit  Sixth Street, and go Northwest for 0.5 miles, continue on 6th St and go Northwest  for 600 feet, turn right on Bryant St and go Northeast for 900 feet, turn left  on 5th St and go Northwest for 0.8 miles, turn right on O'Farrell St and go  East for 200 feet, turn left on Powell St. and go North for 500 feet
View  Map
(return to  top)

Chicago
Tuesday, October 16, 8:30  - 10:30AM (Breakfast served at 8:00 AM)
Omni Ambassador East
1301 North State Parkway
Chicago, Illinois 60610
Phone: (312) 787-7200
Directions: From I-94, exit  at North Ave.; Turn Left (East); take North Ave. to State Pkwy; take a right  on State Street; proceed four blocks to Goethe St., Turn Left; Hotel is located  immediately on the left.
View  Map
(return to  top)

Dallas
Thursday, October 18, 8:30  - 10:30AM (Breakfast served at 8:00 AM)
Doubletree Hotel Dallas-Lincoln  Centre near the Galleria
5410 LBJ Freeway
Dallas, TX 75240
Phone: (972) 934-8400
Directions: The Dallas Doubletree-Lincoln  Centre is located southeast of the intersection of the LBJ Freeway (I-635) and  the Dallas North Tollway, near the Galleria.
View  Map
(return to  top)


Hi, Kristin.  I guess we got our wires crossed last Friday about lunch.
Sorry about that.  He told me that you guys have rescheduled for tomorrow
(Tuesday) at 12:30 p.m. and that you will meet him there.  I'll make a
reservation at Carrabas on Kirby in your Dad's name at that time.  Please let
me know if you have a conflict.  Thanks, SRS

PS - I also have you down for lunch with your Dad on Friday, November 10 - do
you have it down, too?


Tom McCall's number is 713-544-4123, ext. 4644.  Call me back when you get a
minute.


---------------------- Forwarded by Eve Puckett/Corp/Enron on 12/11/2000
07:07 AM ---------------------------

Angela Barnett@ECT
12/11/2000 06:10 AM
To: Eve Puckett/Corp/Enron@ENRON, Leslie Smith/HOU/ECT@ECT
cc:

Subject: Fwd: [No matter who you voted for this is funny !]

---------------------- Forwarded by Angela Barnett/HOU/ECT on 12/11/2000
06:11 AM ---------------------------

Deb Pepple <dpepplejes@netscape.net> on 12/09/2000 02:17:39 PM
To: Angie Barnett <angela.barnett@enron.com>, Sandy Farrell
<sfarrelljms@netscape.net>, Karla Funnell <jimmie4ever@aol.com>, Donna Hixon
<dhixonhhe@netscape.net>, Laurie Lauer <jakenlaneysmom@hotmail.com>,
<bmetcalf863@earthlink.net>, <the.hen@gte.net>
cc:
Subject: Fwd: [No matter who you voted for this is funny !]

____________________________________________________________________
Get your own FREE, personal Netscape WebMail account today at
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Message-ID: <00c501c06181$e66db9c0$e50b6520@Noell>
From: "Noell" <noell@galaxyinternet.net>
To: "John Gore" <acumen@beanstalk.net>,        "Chelli Allen"
<callen@elkhart.k12.in.us>,        "Cherie Fish" <cfish30515@aol.com>,
"Christine Whitaker" <Dccreation@aol.com>,        "Deb Pepple"
<dpepplejes@netscape.net>,        "John & Linda Clark"
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<KSpaugh@Hotmail.com>,        "Randy Rentz" <Randy.Rentz@USA.net>,
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Subject: No matter who you voted for this is funny !
Date: Fri, 8 Dec 2000 20:32:47 -0500
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----- Original Message -----
From: "Gaunder, Joseph (NM75)" <joseph.gaunder@honeywell.com>
To: "'Gray, Ruth Anne'" <noell@CyberLink.com>
Sent: Friday, December 08, 2000 12:13 PM
Subject: FW: voting-bush

 - COUNT.jpg


Corinne:

Thanks so much for the voice and emails.  I'm reviewing your comments now and
ask that you please forward your rate schedule and arbitration language/reg.
Thansk.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com

	"Corinne A Samon" <samon_corinne@jpmorgan.com>
	02/23/2001 11:24 AM

		 To: sara.shackleton@enron.com
		 cc:
		 Subject: FW: Futures Agreement

Sara,
As per my voice mail the attached document contains JPM's comments.

(See attached file: JPMorganFuturesEnronBlklned2232001.doc)

With regard to Section 2, 6(c), 14, 17 and 24:

   Section 2: Our debit rate benchmark for $ is the 30 day Libor rate with a
   spread.  We typically do not reference the rate in the agreement to allow
for
   changes.  We do have an interest schedule that I can have e-mailed to you
on
   Monday when the salesperson returns.
   Section 6 (c): Our credit rate benchmark for $ is the 13 wk T-bill with a
   spread.  As above, we typically do not reference the rate in the agreement
to
   allow for changes as agreed between JPMFI and Client.  I will have our
   salesperson include this schedule in the e-mail.
   Section 14: If we are to include arbitration language, the CFTC mandates
the
   exact form (180.3 of the CEA).  I can fax you the language and the reg.
   Please send me an e-mail with your fax number.
   Section 17: Unfortunately we cannot accept the additional language.
Clients
   are sent daily statements in which they are required to notify us any
   objections within 24 hours since the nature of the futures market is such
   that large market movements can occur over short periods of time.  The
   monthly statement is a recap of the daily statements and the same reasoning
   applies.
   Section 24:  We can accept the deletion of the witness line as long as
Enron
   does not intend to trade SGXDT.

Please feel free to call me at your earliest convenience (212) 648-4292.

Thank you and Regards,
Corinne

Thomas P Alterson
02/22/2001 01:01 PM

To:   Corinne A Samon@JPMORGAN
cc:
Subject:  FW: Futures Agreement  (Document link not converted)

Sara.Shackleton@enron.com on 02/22/2001 10:27:22 AM

To:   alterson_thomas@jpmorgan.com
cc:
Subject:  Futures Agreement

Thomas:

Attached is a redline of the Client Agreement.  I know that Gary Hickerson
will be meeting with J P Morgan early next week and would like to have this
agreed.  Please advise as to what attorney will review my comments and put
me in touch with that person today.  Please let me know if you have any
questions.  Thanks.

(See attached file: JPMorganFutures.R1doc.doc)

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com

 - JPMorganFutures.R1doc.doc
 - JPMorganFuturesEnronBlklned2232001.doc


Phillip,

Here's a copy of the spreadsheet we gave to Bill Bradford.  Our exposure  on the financial deals increased relative to the february spreadsheet from $45 mil to $71.  Also, we have one physical deal (next winter), which is not physical storage, that is marked at $12 mil.  The spreadsheet shows five synthetic storage deals with PGE Energy Trading that may have the wrong counterparty in our system.  I'm at the office and will be here through the meeting.  My cell number is 832-444-7702 if you have any questions.

Mat


Thanks you for your response.  I will make the change in the company name and
circulate the copies for signature.  I hope to get them out to you in the
next day or so.

	"Weisz, John L" <WeiszJL@bp.com>
	01/25/2001 11:43 AM

		 To: "'Tana.Jones@enron.com'" <Tana.Jones@enron.com>, "Weisz, John L"
<WeiszJL@bp.com>
		 cc: Mark.Greenberg@enron.com
		 Subject: RE: BP Oil Supply Company

Fine, except that correct company is BP Oil Supply Company.

No Inc.

John L. Weisz
OTI US Region E-commerce/BIM
Phone: 1-630-836-5687
Cell:  1-630-841-2454
Fax:   1-630-836-6589

-----Original Message-----
From: Tana.Jones@enron.com [mailto:Tana.Jones@enron.com]
Sent: Tuesday, January 23, 2001 2:13 PM
To: weiszjl@bp.com
Cc: Mark.Greenberg@enron.com
Subject: BP Oil Supply Company

At the request of Mark Greenberg, I am attaching a clean and blacklined
copy of the Amendment to the Electronic Trading Agreeement, marked to show
changes from the amendment we executed with BP Exploration and Oil Inc.  If
this amendment meets with your approval please let me know and I will start
processing it for signature.  My number is (713) 853-3399.

(See attached file: BP Oil Supply.doc)

(See attached file: BP Oil Supply.red.doc)


The EOL Reporting Database treats any distinct deal number as a separate
unique deal.  An example would be a deal done with KUKUI Inc. on November
8th, 2000.  It is booked as deal numbers Q86409.1, Q86409.2, Q86409.3, and
Q86409.4.  These are four separate and unique deal numbers and therefore
count as a total of four deals.

We understand that the trade desk may consider the deal in this example as
just one large deal with 4 different parts.  Unfortunately,  the EOL
Reporting Database has no way of telling whether or not these types of deals
are distinct different deals or part of one larger deal.  Since this
currently can not be known, the EOL Reporting Database uses the most
conservative approach and counts them all as individual deals.  This results
in a higher OTC deal count and thus a lower EOL percentage of all deals.

If you have any further questions , please don't hesitate to ask.

Pete Berzins
x57597


Elizabeth, I am responding to your voice mail that today's meeting is
canceled.  I agree with your suggestion that you, Mark, Jeff, Bill and Shari
can come to a conclusion and just let us know.

I believe the issues come down to:

1. risk of intentional default by our counterparty

2. risk of unintentional default by us

3. what the market is doing

As agreed at our last call, I reviewed the issues commercially here, and I
believe the commercial preference is to maintain cherry picking for the
reasons in 1 above.  Please let Greg and mw know what is decided.


This warning is sent automatically to inform you that your mailbox is approaching the maximum size limit.
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  Select Properties and click the Folder Size button.
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See client Help for more information.


Jeff,

As requested, below find the updated valuation, assuming the contract is amended beginning September 1, 2001, based on July 23, 2001 curves

Let me know if you have any questions.

Eric

<Embedded Picture (Metafile)>


Please be advised the attached credit worksheet for AltaGas Services should be put on the High Priority List as their is a potential deal pending with Derek Davies in Calgary.  Please forward draft ISDA with credit terms to Derek Davies for further handling as soon as possible.  Call with questions or comments.

Thanks
Wendy


Attached below is a draft letter to Bethlehem's counsel as Jeff and I
discussed yesterday afternoon.  Please let me know if you have any
comments.  I will wait to hear from you before sending it.
(See attached file: #149720 v1 - bethlehem -- letter (2) to ng re utility
order.doc)

______________
Rick B. Antonoff
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY 10038
Phone: 212 504-6759
Main Fax: 212 504-6666
Local Fax: 212 993-2539
Mobile: 917 287-6391
Email: rick.antonoff@cwt.com
==============================================================================
NOTE:  The information in this email is confidential and may be legally privileged.  If you are not the intended recipient, you must not read, use or disseminate the information.  Although this email and any attachments are believed to be free of any virus or other defect
that might affect any computer system into which it is received and opened, it is the responsibility of the recipient to ensure that it is virus free and no responsibility is accepted by Cadwalader, Wickersham
& Taft for any loss or damage arising in any way from its use.

==============================================================================

 - #149720 v1 - bethlehem -- letter (2) to ng re utility order.doc


Thanks for the attached deal information, Shouan.  Looking at the data I feel
confident that, once we are past the first day of the month, the gas daily
options curveshift is valuing correctly.  However, I am still concerned with
the valuation from 10/31.  Is there anyway to see same breakdown on 11/2 and
11/3 for 10/31's position.  If you could send me that information in the same
format I think we may have an answer for the changed deal value we saw fall
out of my trader's book on 11/1.

Susan

Shouan Tang
11/08/2000 05:24 PM
To: Susan M Scott/HOU/ECT@ECT, Dutch Quigley/HOU/ECT@ECT
cc: Jeremy Wong/HOU/ECT@ECT
Subject: Nov3-2 inputs

Please see the attached Excel file. Please let me know if you have any
questions.


Let me know if you need anything else -

K.


Please let me know if "E" calls so I can enlighten you on the possibilities.

Have a Good weekend !!!!!

dp

Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490


We really have had nothing to do with this since it went into bankrupcty.  We were basically wiped out except for a very small portion of the senior debt.  We will get back about $500,000 of a $32.5 million.  We also lost money on the MTM of the gas contract and a little on the commodity piece.

This thing was so bad that there was really nothing we could do to save it.

 -----Original Message-----
From: 	Mims, Patrice L.
Sent:	Friday, September 28, 2001 3:07 PM
To:	Enerson, John
Subject:	Heartland Steel

John,

Since Heartland Steel was sold in July, 2001, are you still involved in this deal?

Thanks

Patrice


As a reminder, IEP previously scheduled an IEP  Board Meeting for Monday,
December 4,? 2000.?The meeting will be held  at IEP's offices in Sacramento,
CA.? We anticipate the meeting to begin  around 9:30 a.m. and continue to
3:00 p.m.? An agenda will be forwarded in  the near future. The agenda is
expected to include the following  matters:
?

Restructuring/Transmission Matters, including  market structure issues and
the California Market Response  Project;
QF Matters, including the status of the Section  390 Proceeding and
strategies moving forward;
Renewable Matters, including the CEC Investment  Plan;
Legislative/Political Activities for the Year  2001; and
IEP Administrative Matters.

We look forward to seeing you there.?


I heard you were a big hit.

	Leslie Lawner
	03/20/2001 08:45 AM

		 To: James D Steffes/NA/Enron@Enron, Shelley Corman/Enron@EnronXGate, Rebecca
W Cantrell/HOU/ECT@ECT
		 cc: Richard Shapiro/NA/Enron@Enron, Harry Kingerski/NA/Enron@Enron, Steven J
Kean/NA/Enron@Enron
		 Subject: FERC's marketing affiliate conference

Becky and I attended FERC's gas marketing affiliate conference last week.
Non-affiliated competitors continue to build straw men and describe abuses
with no real evidence to back them up (the funny money argument and capacity
hoarding are two examples.  The funny money argument assumes marketing
affiliates will bid above market rates for capacity because they excess
payment is going to the corporate bottom line.  Hoarding capacity to drive up
price  may be an issue, but it is not a marketing affiliate issue, as anyone
can do it). FERC staff did not seem terribly sympathetic to the points made,
but at least one FERC staffer seemed to believe that one solution would be to
require the pipelines to offer capacity in smaller blocks to let smaller
entities put together bids.  FERC also indicated they were in fact auditing
compliance, but in a non-public way.

There were some concerns voiced which I agree with and there is an
opportunity to file additional comments on Apr. 30.  I would like to put the
following in these comments:

Evidence of affiliate abuse/preference is just not there.  The best folks can
do is make up stuff.
We welcome FERC monitoring if that is needed to bring confidence to the
marketplace that abuse is not occurring.  But the issue is really whether we
do have a crisis of confidence or merely a bunch of disgruntled competitors
who are just seeking to neutralize the affiliated competitors).
The FERC rules and the information reported (with a caveat) under those rules
are adequate for detection and enforcement and deterrence.
That said, the definition of marketing affiliate should be expanded to
include affiliated electric generators, who are siting plants along affiliate
pipelines.
The pipeline 637 reporting and internet systems should allow users to
download and manipulate transportation related data, which is not currently
the case.

We also need to address a deal on Northern where ENA took capacity at a
discount, albeit after other parties had an opportunity to match our bid.
This was a deal brought up in the conference.

Let me know how this sounds. Thanks.


This one is due Monday!  Lots of notice.

Sue Mara
Enron Corp.
Tel: (415) 782-7802
Fax:(415) 782-7854
----- Forwarded by Susan J Mara/NA/Enron on 06/03/2001 11:08 PM -----

	"Borchardt, Tiffaney" <TBorchardt@caiso.com>
	06/01/2001 05:50 PM

		 To: ISO Market Participants
<IMCEAEX-_O=CAISO_OU=CORPORATE_CN=DISTRIBUTION+20LISTS_CN=ISO+20MARKET+20PARTI
CIPANTS@caiso.com>
		 cc:
		 Subject: Amendment of the CPUC subpoena for production on June 4 with mont
hly updates, and clarification on confidential treatment

To Market Participants and Scheduling Coordinators:

Today the ISO received an amendment to the subpoena from the California
Public Utilities Commission ("CPUC")  issued May 25 (and circulated to
Market Participants on that date) and requiring a response by June 4.  The
subpoena of May 25 and the amendment require monthly updates on an ongoing
basis. The ISO intends to comply with the monthly update requirement.  In
addition, the ISO received a letter from the CPUC clarifying the
confidential treatment it will afford confidential information produced in
response to the subpeona and amendment.  The May 25 subpoena and the
amendment and letter on confidentiality are attached.

In its June 4 production and subsequent monthly updates, the ISO will mark
as confidential documents it produces to the CPUC that contain information
subject to 20.3.2, and will request confidential treatment in accordance
with the CPUC's letter on confidentiality. Concerns related to the subpoena
should be relayed directly to the California Public Utilities Commission.
The CPUC contact related to the subpoena is Robert Cagen who can be reached
at (415) 703-2197.   The ISO would appreciate being notified also of any
concerns.  The ISO contacts are Jeanne Sol, at jsole@caiso.com and Norma
Formanek at  <mailto:nformanek@fbm.com> nformanek@fbm.com both of whom
should be copied on correspondence.

Jeanne M. Sol,
Regulatory Counsel
California ISO
(916) 608-7144
____________________________________________________________________________
_______________________________________

The Foregoing e-Mail Communication (Together With Any Attachments Thereto)
Is Intended For The Designated Recipient(s) Only. Its Terms May Be
Confidential And Protected By Attorney/Client Privilege or Other Applicable
Privileges.  Unauthorized Use, Dissemination, Distribution, Or Reproduction
Of This Message Is Strictly Prohibited.

 - CPUC May 25 Subp.pdf
 - CPUC Subpoena.pdf


- 02_1.jpg
 - 02_2.jpg
 - 02_3.jpg
 - 02_4.jpg
 - 02_5.jpg
 - 02_6.jpg
 - 02_7.jpg


thanks so much teacher; I truly appreciate your feedback/thoughts.  I think the Progasco thing is a good point; we shall consider it.
Thanks a lot again. Mariella
ps: sorry if I'm a bit slow on these things but I'm just now getting used to thinking on these terms.

 -----Original Message-----
From: 	Y'Barbo, Paul
Sent:	Thursday, September 27, 2001 5:06 PM
To:	Mahan, Mariella
Subject:	RE: Procaribe's next cargo

 -----Original Message-----
From: 	Mahan, Mariella
Sent:	Thursday, September 27, 2001 10:55 AM
To:	Maltes, Miguel
Cc:	Melinchon, Ermes; Y'Barbo, Paul; Tortolero, Elio; Zatarain, Brian
Subject:	Procaribe's next cargo

Miguel,

As we analyze what and how to deal with your next cargo requirements, we need the following information:

-	Current levels of inventory at Procaribe, broken down between your own and Eco's product - projected as of end of September (please provide basis; i.e., levels of as of the actual date that you provide data plus your projections through end of the month on withdrawals/uses)
-	Projected sales volumes for the months of  October, November, December and January of next year, including (and this is very critical!) the basis for your projections.  I am going to be interested in looking at your assumptions for both Progasco (now Tropigas) and Empire volumes, if any.
-	Please ensure that your San Juan Gas volumes have been signed off by Federico.

We need this data as soon as you can so that we can begin to look at cargo options and/or evaluate the decision to borrow from Eco.

Thanks and Regards, Mariella

Paul,

Believe it or not (yes, call me crazy!), I went home last night and continued to study the examples of hedging you were so kind to walk us through and arrived at the following conclusions, which I would like for you to correct me on and/or confirm my thought process.

-	First, given the added uncertainty of Procaribe's volumes (sales) now that Progasco is owned by someone else, unless Miguel can guarantee (through some form of written agreement) that he will have Progasco's volumes, I think we should be more open to or more inclined to borrow Eco's volumes (clearly, we wouldn't do so if the curve looks awful - then it becomes an issue of cash flow vs. product pricing optimization).
[Y'Barbo, Paul]
Without the Progasco volume, it will take much longer to sell-off this cargo. The hedging would be different. If Humberto unexpectedly showed up to buy, the timing of our hedge would be off. I think we should sign-up Humberto for Nov-Dec at whatever we can get. Come January it will be a new ballgame as Empire will need to get a new contract with PDVSA. We could probably up our price at that time.

-	Second, it seems to me that you wouldn't me too inclined to try to fix the cost of your product bought from, say, PDVSA, unless you are very concerned about an increasing curve (right around the 3 days surrounding the bill of lading) that will not necessarily stay long enough to keep your "sales" curve up to guarantee a margin.  In fact, you would likely wait and continue to watch the curve and either not act at all or act shortly before the bill of lading dates.  Now, in your May hedging example, if you actually compare the hedged vs. non-hedged results, it tells you that you were better off with a no hedge on the earlier months (month for which data on the revenue side was known and most of the curve deciding your price to PDVSA was also known).  Then, my question is: why did we decide to hedge that volume when the hedge was put in place on 5/9, only a week or so before the actual bill of lading date? Do you remember what was concerning us?
[Y'Barbo, Paul]
You would hedge the purchase cost if you were going to be repaying borrowings and you liked the price you could lock-in. Also, as you say, if you were concerned that prices during your sales period would not hold their value relative to the 3-days around B/L. Yes, we missed $0.003/gallon by hedging the part of the cargo that was sold in April and early May. We were not particularly concerned about anything. Just wanted to be rid of the possibility that prices could have gone up a penny or two.

-	Third, it seems to me that, on the May hedge, (the second part of the volume) someone lost big time - I could be wrong, but what I'm looking at is the fix we got (Suzanne got) in return for the floating; the fix rate was much higher than the actual MBv figures for the months of June and July (this assumes of course the Enron didn't turn around and laid off that risk on someone else).  What I am trying to say is that, there appears to have been something going on with the curve on or around 5/21 that changed dramatically once actual figures were recorded.  Do you remember?
[Y'Barbo, Paul]
LPG prices dropped dramatically in June going below $0.35 per gallon. Normally, no one in Enron would get hurt because Lee Jackson would have hedged himself with someone outside of the company. However, he actually left his position open and lost about $300k. That does not impact us.

-	Fourth, it seems to me that your swaps were being built around a primary objective (beyond risk protection): to deliver approximately 5 cents per gallon margin to Miguel.  Anytime we have that opportunity, we should grab it.
[Y'Barbo, Paul]
Yes, I want to lock the margin but if possible I like to improve it to above the $0.05.

That's all for now - - I'll keep studying this ... What I am trying to do is draw some conclusions as to the circumstances under which we will want to swap the purchase cost (it's clear to me that, most of the times, once you know what your cost is, you will try to lock in your margin by doing a swap using your revenue stream; i.e., the Mbv basis).

Thanks again for all your time and patience.

Mariella


Greg,

Attached are some revisions to Jaime's worksheet.

Here are some pertinent facts:

1. Re: Requirement to have 15 days of fuel on-site.   The lowest inventory levels (3 fuels) Eco has seen this year was just before the May LNG cargo. Eco was down to 15.8 days on-site. If Eco had sold 1,000,000 gallons of LPG to ProCaribe in January, then ProCaribe would have decreased its March purchase by 1,000,000 gallons (1 day of Eco consumption) and Eco would have needed to buy 200,000 gallons (0.2 days) on the March cargo. In other words, Eco would have needed to replace only 20% of the LPG it sold. The total cargo size of the March cargo would have been 800,000 gallons less than it was. In May, the fuel on-site would have been exactly 15 days.

2. Mont Belvieu in March was $0.544 and in May it was $0.512. Eco's buyback price in March would have been $0.614 versus its sales price to ProCaribe of $0.70.

Let me know if you have any other questions.

Paul


Here is the call in number for Randy's weekly meeting.
---------------------- Forwarded by Brent Hendry/ENRON_DEVELOPMENT on
15/10/99 01:40 PM ---------------------------

Elizabeth Serralheiro
15/10/99 05:06 PM
To: John Novak/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Robert H
George/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, George
Frumkin/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, vcferraz@elektro.com.br, Sami
Arap/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rick
Hopkinson/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Brent
Hendry/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Robert C
Williams/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Andrea
Bertone/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Andrea Gavino/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Gisele S
Braz/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Ana Cristina
Santos/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Mary Ann
Oliveira/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Cecilia
Morellato/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Jan
Cooley/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
Subject: ESA LEGAL MANAGEMENT COMMITTEE MEETING - formerly Chief Counsel
Meeting

As per Randy Young's message below, please plan to attend to this weekly
meeting that will be held every Tuesdays at 10:00 a.m. Brazil time/7:00 a.m.
Houston time. The call-in numbers are as follow:

Domestic dial-in (US callers): (800) 649-2862
International dial-in: (847) 413-3751
Confirmation#: 1082521
Host: Randy Young

Please send me  an updated report  every Monday , until 5:00 p.m. and  you
can still use the same table that you have being using for the formerly Chief
Cousenl Meeting.

Thanks and regards,
Elizabeth Serralheiro.
(5511) 5503-1268

______________________________________________________________________________
_______________________________________________________

Randy Young
08/10/99 17:10
To: John Novak/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Sami
Arap/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Robert H
George/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Andrea
Bertone/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, George
Frumkin/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, vcferraz@elektro.com.br,
cristian_dougall@tgs.com.ar, Fernando Gonzalez@ENRON_DEVELOPMENT, Ann
Birosel/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Vicky
Martinez/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rick
Hopkinson/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Robert C
Williams/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Brent
Hendry/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: James M Bannantine/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Diomedes
Christodoulou/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rob
Walls/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Stephanie Harris@ENRON_DEVELOPMENT

Subject: ESA Legal Management

We continue to explore ways to improve communication of legal issues and
activities within Enron South America's regional organization.  Pursuant to
ESA's effort to more fully integrate its regional operations with the
operations of companies (such as TGS, Transredes, EPE, and the various
elements of the ESA Gas Business Unit) not controlled by Enron but in which
Enron has substantial investments, we are particularly interested in
improving the quality and quantity of information being received from the
legal departments of these jointly-owned companies.

To facilitate greater communication, I have formed two standing committees:
a legal management committee for ESA and a regional general counsels
committee. Each will meet once a week, for no more than one hour and 15
minutes.  Their purposes will be to provide forums for the reporting and
discussion of significant legal issues and activities affecting ESA's
regional operations and investments.

The Legal Management Meeting will be comprised of the subgroup leaders within
ESA's regional legal organization.  This committee will meet at 10 o'clock am
Sao Paulo time on Tuesdays (other than on Brazilian holidays).  Either John
Novak or Robert George will lead these meetings in my absence. The following
attorneys should attend:

 John Novak, asset development & regional gas business activities
 Sami Arap, integrated projects & communications/fiber optics
 Robert George and Andrea Bertone, M&A / financial & physical originations
 George Frumkin, regional corporate
 Vasco de Castro Ferraz, Elektro

The Regional General Counsels Meeting will be comprised of the chief lawyers
for TGS, Transredes, EPE and ESA's Gas Business Unit.  This committee will
meet at 5 o'clock pm Sao Paulo time on Wednesdays (other than on Brazilian
holidays).  George Frumkin will lead these meetings in my absence. The
following attorneys should attend:

 Cristian Dougall, TGS
 Fernando Gonzalez, Transredes
 Ann Birosel, EPE
 Vicky Martinez, Gas Business Unit
 George Frumkin, ESA

Since we intend to discuss matters relating to tax, trading and litigation, I
believe it would be very helpful to have Rick Hopkinson (ESA Tax), Brent
Hendry (Enron North America, BA Office) and Bob Williams (Enron Litigation),
or their designees, to attend these two meetings as well.

Particularly in the Regional General Counsels Meeting, if there are matters
which should be reported but which are not appropriate (for confidentiality,
privilege or other reasons) for discussion in front of the group, please let
me know that you need to have an offline discussion, and I will call you back.

Members of the two committees will be receiving AT&T conference call numbers
by separate e-mails.

Randy Young


This is just commercial - let me know if you want the rest.

 -----Original Message-----
From: 	"Robinson, Claudia" <claudia.robinson@ubsw.com>@ENRON
Sent:	Wednesday, February 06, 2002 6:12 AM
To:	Kitchen, Louise
Cc:	Forster, David; ODonnell, Pat [UBS]; Dow, Colette [UBS]; Shah, Kal; Oxley, David; Martin, Audrey [UBS]; Bridges, Mark [UBS]; Walker, David P.; Mitchell, Nikki [UBS]
Subject:	RE: Releases

Louise,

Thanks so much for your speedy reply. I will pass your comments on to Dave Walker in Media Relations.

I included Kevin because he is listed with you, Greg and John on a "management" slide. If there are others who should be
included on Greg's core management team for the announcement, please let me know who they are and their titles. Please
also let me know if it is inappropriate to include Kevin. If there is an org chart, that might be helpful, too. It would
allow us to be as inclusive as possible without making the announcement too long.

Thanks again,

Claudia
212-713-8508

-----Original Message-----
From: Louise.Kitchen@enron.com [mailto:Louise.Kitchen@enron.com]
Sent: Tuesday, February 05, 2002 11:16 PM
To: Robinson, Claudia; Petrie, James [UBS]; Eber, Louis [UBS]; Brady,
Penny [UBS]; Keily, Ruth [UBS]; Mitchell, Nikki [UBS];
David.Forster@enron.com; Lloyd, Andrew-D [UBS]; Hollis, Amanda [UBS];
ODonnell, Pat [UBS]; Dow, Colette [UBS]; louise@enron.com;
Kal.Shah@enron.com; David.Oxley@enron.com; Martin, Audrey [UBS]
Cc: Bridges, Mark [UBS]
Subject: RE: Releases

Just a couple of suggested changes to both.

There is a lot of confusion in the energy market as to the ownership
structure of the entity.  Enron had previously announced that the entiy
would be 51% New Owner and 49% Enron.  We need to ensure this message is
corrected as clearly as possible - that it is 100% UBS owner.

(See attached file: UBSW Energy release draft.doc)
On the release for UBSWenergy.com - we do intend to trade physical gas and
power immediately initially at least in the areas we can, so I have removed
that sentence.
(See attached file: UBSenergycomreleasedraft.doc)
Do you need all of the commercial  MD titles or is Kevin picked out for a
particular reason?

Thanks

Louise

    -----Original Message-----
   From:   "Robinson, Claudia" <claudia.robinson@ubsw.com>@ENRON
   Sent:   Tuesday, February 05, 2002 7:45 PM
   To:     Petrie, James [UBS]; Eber, Louis [UBS]; Brady, Penny [UBS];
             Keily, Ruth [UBS]; Mitchell, Nikki [UBS]; Forster, David;
             Lloyd, Andrew-D [UBS]; Hollis, Amanda [UBS]; ODonnell, Pat
             [UBS]; Dow, Colette [UBS]; 'louise@enron.com'; Shah, Kal;
             Oxley, David; Martin, Audrey [UBS]
   Cc:     Bridges, Mark [UBS]
   Subject:  FW: Releases

   Attached for your review are drafts of two news releases, one announcing
   the closing of the UBS Warburg / Energy
   transaction and the other to announce the launch of UBSWenergy.com. The
   plan is to issue the closing announcement on
   Friday (2/8) at about 8 a.m. New York time. The other is planned for
   when the website officially launches, which is
   expected on Monday (2/11).

   Please forward your comments directly to David P. Walker, head of Media
   Relations-Americas, sometime on Wednesday.

   Tomorrow, I will send you drafts of the internal announcements for
   Friday and Monday. The plan is to issue on Friday a
   global UBS Warburg email announcement from John Costas, announcing the
   new management. I need from Human Resources
   confirmed titles for Louise Kitchen, John Lavorato and Kevin Presto. In
   addition, we plan for Friday an email from Greg
   Whalley to employees who have signed on with UBS Warburg Energy, with
   Costas's announcement attached. (Both will also be
   posted on UBS Warburg intranets, including the integration site.) There
   will also be internal publicity on the day the
   website launches: another email from Whalley to Energy employees and
   intranet articles within UBS Warburg, including the
   integration site.

   Please let me know if you have questions.

   Thanks,

   Claudia
   212-713-8508

   >   <<UBSenergycomreleasedraft.doc>>  <<UBSW Energy release draft.doc>>

    - UBSenergycomreleasedraft.doc << File: UBSenergycomreleasedraft.doc >>
    - UBSW Energy release draft.doc << File: UBSW Energy release draft.doc
   >>

   Visit our website at http://www.ubswarburg.com

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   E-mail transmission cannot be guaranteed to be secure or error-free
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   verification is required please request a hard-copy version.  This
   message is provided for informational purposes and should not be
   construed as a solicitation or offer to buy or sell any securities or
   related financial instruments.

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This e-mail is the property of Enron Corp. and/or its relevant affiliate and may contain confidential and privileged
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This e-mail (and any attachments hereto) are not intended to be an offer (or an acceptance) and do not create or
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Visit our website at http://www.ubswarburg.com

This message contains confidential information and is intended only
for the individual named.  If you are not the named addressee you
should not disseminate, distribute or copy this e-mail.  Please
notify the sender immediately by e-mail if you have received this
e-mail by mistake and delete this e-mail from your system.

E-mail transmission cannot be guaranteed to be secure or error-free
as information could be intercepted, corrupted, lost, destroyed,
arrive late or incomplete, or contain viruses.  The sender therefore
does not accept liability for any errors or omissions in the contents
of this message which arise as a result of e-mail transmission.  If
verification is required please request a hard-copy version.  This
message is provided for informational purposes and should not be
construed as a solicitation or offer to buy or sell any securities or
related financial instruments.


Dave,
 I have attached the above sample form for your review.  I have been unable
to find any documentation where we act as an agent for the shipper and
contractually agree to remarket their unused capacity.  As soon as I find
some language, I will forward same to you.  As we discussed, the major
concerns that I have concerning the Energy Marketing Services Agreement form
that Kaiser provided relates to the duties of the Marketer thereunder.  ENA
is in the business of buying and selling natural gas for its own account and
as such any services it agreed to provide relating to most of the items under
Articles III and IV would be subject to claims of abuse or violation of
fiduciary duties.  Specifically, ENA should not agree to perform the items
under  Article IV, Section A. Parts 1-8, 11; Article IV, Section B.
Parts1-2, 4, 6; Article IV, Sections C, E, and F.  Otherwise, ENA sales
obligations should be patterned in the manner set forth in the Enfolio
Contract which provides safeguards for both parties in the event of a default
by either.
 Therefore, we need to work from our Enfolio contract and I will get you some
agency language for the confirm to address how we would share any
transportation savings that we were able to obtain for them during the term
of our sales transaction with them.
 Please call me after you have had a chance to review the contract.


Jeff / Michelle,

Here's the Daily Update for the 9th.

Suzanne

 - IGSUpdate.xls


Take the variance for 0006 lone liq - $31K
PL


Oh wait, I can't go to the ball game because I couldn't take a day off from
work to stand in the Enron lobby (or send my secretary to do it for me).

For all of you who have managed to snag tickets for tonight's game
congratulations and you suck.  For the rest of us stuck out in the cold I
suggest the only viable alternative before us is to drown our sorrows in a
cold bottle of beer (or two, or three...).  I realize the mass email has been
MIA the last two weeks.  For some this may have been a welcomed relief.  For
others there may have been some concern that they had been cut-off from the
distribution.  At present no one has been removed from the distribution, but
it is undergoing an audit.  Should it be determined that it is necessary to
remove an individual from the list for any reason that individual will be
notified and given an explanation.  If anyone would like to know the causes
for expulsion you can write to:  I CAN'T BELIEVE ANYONE CARES IF THERE ON
THIS DISTRIBUTION OR NOT BECAUSE THE ONLY PLACE WE SEEM TO GO IS WOODY'S
EVERY THURSDAY BETWEEN 9:30 AND 10:00.

On that note, see you guys at Woody's tonight around 9:30 or 10:00.