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===============================================================
SCIENTECH IssueAlert, December 12, 2000
Powergen and LG&E Complete Merger
By: Will McNamara, Director, Electric Industry Analysis
===============================================================

Powergen of the United Kingdom and LG&E Energy Corp. of Louisville, Ky.,
have completed their merger and have formally begun joint operations. LG&E
will maintain its headquarters in Louisville, which will serve as the
headquarters
for Powergen's North American operations. LG&E Energy's utility subsidiaries,
Louisville Gas & Electric and Kentucky Utilities Company, will continue
as separate subsidiary corporations with joint operations and with
headquarters
in Louisville and Lexington, Ky., respectively.

ANALYSIS: Although referred to as a "merger," Powergen actually has acquired
LG&E, a strong utility based in the Midwest that remains focused on all
three core sectors of the electric utility business (generation, transmission
and distribution). Powergen, which generates about 14 percent of the
electricity
used in England and Wales, is a company with clear intentions to expand
internationally. The company currently has electric and gas operations
in Europe, India, Asia and Australia. Together, the Powergen / LG&E
combination
reportedly will have assets of nearly $14 billion and total revenues of
$9 billion, serving four million customers worldwide.

The partnership marks the third acquisition of a U.S. electric utility
by a foreign company, following ScottishPower's purchase of PacifiCorp
and National Grid's purchase of the New England Electric System (NEES),
both in 1999. It appears that with each subsequent foreign acquisition
of a U.S. utility, the regulatory hurdles needed to complete the deal have
become easier to pass.

Powergen's reasons for wanting to acquire assets in the United States arise
from needs similar to its U.K. counterparts. In the last ten years that
have elapsed since the privatization and subsequent deregulation of
electricity
in the United Kingdom, the electric sector has become completely competitive
in all areas, including domestic customers. Just as in U.S. deregulation,
concerns about market power have restricted the domestic growth of U.K.
companies, which is compounded by the limited size of the U.K. energy market.
Consequently, companies like Powergen have developed unique skills both
in the United Kingdom and overseas so that they can expand scale through
opportunities abroad. Powergen had wanted for some time to penetrate the
U.S. market and evaluated potential partnerships with several energy companies
in this country, including Cinergy and Houston Industries (now Reliant),
which all fizzled.

LG&E is particularly appealing to Powergen because of the U.K. company's
desire to establish a strong presence in the Midwest market. LG&E should
be a good partner for Powergen, as the latter gains access to approximately
3.7 million customers. In addition, LG&E owns equity in and operates
non-utility
power plants in six states as well as in Spain; owns interest in three
natural-gas distribution companies in Argentina; and owns CRC-Evans Pipeline
International, a provider of specialty equipment to the natural-gas and
oil pipeline construction industry. Altogether, LG&E's two utilities and
numerous unregulated businesses total about $5 billion in assets, which
should support any further expansion that Powergen might have in mind.
Perhaps Powergen's primary rationale for the acquisition is that the company
values LG&E's comparatively low-cost power production and high standards
regarding reliability and customer service.

Yesterday (Dec. 11) marked LG&E Energy's last day of trading on the New
York Stock Exchange. Shareholders on record should receive letters of
transmittal
from Powergen's paying agent, Computershare Trust Company of New York,
containing instructions for submitting their stock certificate for the
agreed-upon cash payment of $24.85 per share. An additional payment of
25.276 per share will also be paid to LG&E Energy shareholders on record
as of Dec. 8.

Powergen reportedly paid about $3.2 billion for LG&E, and assumed an
additional
$2.2 billion in LG&E debt. During the merger process, there was a lot of
speculation about how Powergen had financed the acquisition of LG&E, despite
its disclosure of divesting key assets*such as overseas interests, its
metering business and two U.K. power stations*to generate liquid capital.
During the course of the regulatory approvals needed for the acquisition,
Standard & Poor's kept Powergen's debt position under scrutiny, although
its increased market potential and divestitures did help to offset any
significant downgrades in its ratings. Moving forward, it will be interesting
to see how the company's rating changes now that the acquisition has been
completed.

We have witnessed only three case of foreign acquisitions of U.S. utilities*
and
all are still fairly new*so consequently it is hard to say if this mixture
of two foreign corporate cultures will work. As an example of difficulties
that Powergen might face, ScottishPower encountered a multitude of
difficulties
assimilating into the culture of the Northwest regarding its purchase of
PacifiCorp. In addition, although PacifiCorp and National Grid both have
claimed that they intend to become major players in the U.S. markets through
their acquisitions of U.S. companies, that has yet to materialize.

Where the combined company goes from here is unknown. It is possible that
Powergen will continue to secure assets in the Midwest since it has claimed
that this will be a key area of expansion. Another possible strategy is
developing its telecom business. Powergen announced its move into the U.K.
telecommunications sector earlier this year. Powergen's joint venture with
Affinity Internet Holdings is supporting the development of Internet products
and the establishment of fixed and mobile telecommunications along with
multi-utility billing solutions. Thus, speculation has been raised that
the company may develop this area of its business in the United States
as well. It is certainly only a matter of time before another foreign company
attempts an acquisition of a U.S. utility. Consequently, many eyes will
remain on the Powergen / LGE combination as it should be a good indicator
of how successful or problematic such partnerships will be.
===============================================================
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-----Original Message-----
From: 	"Daborn, Robert" <robert.daborn@csfb.com>@ENRON [mailto:IMCEANOTES-+22Daborn+2C+20Robert+22+20+3Crobert+2Edaborn+40csfb+2Ecom+3E+40ENRON@ENRON.com]
Sent:	Friday, September 28, 2001 3:20 AM
To:	Heard, Marie; Hopley, Kimberly
Subject:	RE: Account for ECT Investments, Inc.

Marie / Kimberly,

Thankyou for the documentation you have provided in relation to ECT
Investments. We now have sufficient information to meet our regulatory
requirements and open an account in the name of ECT Investments.

I have advised our sales-desk of this and requested that they arrange for
the account to be opened. We may need to obtain / re-confirm settlement and
confirmation details. This will be done via usual business contacts.

Please do not hesitate to call me with any questions

Thanks & Regards

Rob Daborn
Legal & Compliance
CREDIT | FIRST
SUISSE | BOSTON

Tel: 44(0) 207 883 8359
Fax: 44(0) 207 888 4883
E Mail: Robert.Daborn@CSFB.com

-----Original Message-----
From: Heard, Marie [mailto:Marie.Heard@ENRON.com]
Sent: 24 September 2001 15:04
To: Robert.Daborn@csfb.com
Subject: Account for ECT Investments, Inc.

Mr. Daborn:

Would you please send me your delivery address so that I can send you
the documentation requested in connection with the opening of ECT
Investments' account with CSFB Europe?

Thank you!

Marie Heard
Senior Legal Specialist
Enron North America Corp.
Phone:  (713) 853-3907
Fax:  (713) 646-3490
marie.heard@enron.com

**********************************************************************
This e-mail is the property of Enron Corp. and/or its relevant affiliate and
may contain confidential and privileged material for the sole use of the
intended recipient (s). Any review, use, distribution or disclosure by
others is strictly prohibited. If you are not the intended recipient (or
authorized to receive for the recipient), please contact the sender or reply
to Enron Corp. at enron.messaging.administration@enron.com and delete all
copies of the message. This e-mail (and any attachments hereto) are not
intended to be an offer (or an acceptance) and do not create or evidence a
binding and enforceable contract between Enron Corp. (or any of its
affiliates) and the intended recipient or any other party, and may not be
relied on by anyone as the basis of a contract by estoppel or otherwise.
Thank you.
**********************************************************************

This message is for the named person's use only.  It may contain
confidential, proprietary or legally privileged information.  No
confidentiality or privilege is waived or lost by any mistransmission.
If you receive this message in error, please immediately delete it and all
copies of it from your system, destroy any hard copies of it and notify the
sender.  You must not, directly or indirectly, use, disclose, distribute,
print, or copy any part of this message if you are not the intended
recipient. CREDIT SUISSE GROUP and each of its subsidiaries each reserve
the right to monitor all e-mail communications through its networks.  Any
views expressed in this message are those of the individual sender, except
where the message states otherwise and the sender is authorised to state
them to be the views of any such entity.
Unless otherwise stated, any pricing information given in this message is
indicative only, is subject to change and does not constitute an offer to
deal at any price quoted.
Any reference to the terms of executed transactions should be treated as
preliminary only and subject to our formal written confirmation.


With PMA's, volumes can be adjusted through the system as usual and I can
adjust the demand fee on the Sitara ticket.  I am not able to follow your ua4
calculation.  However, there was imbalance payback that occurred throughout
September and October.  (This should have been pathed to the Lone Star
transport k in Unify).  Is this in that ua4 number?  Williams had been trying
to make up volumes from prior periods, so that's probably why their volume
came in greater than booked.  (Much of their gas is from El Paso and volumes
vary each day from scheduled.)  The volumes that they were trying to make up
would go toward the transport imbalance also.  I would think that Cleburne
will carry an imbalance on Lone Star from month to month.  After Novemeber,
the imbalance should be fairly small.  Our scheduler, Mark McCoy will have
that number.  (When we took over this deal, the imbalance on Lone Star was
very large.   When the plant went down in Sep, we decided to payback the
imbalance then, so that we could take advantage of higher winter sales prices
if the opportunity came up.)

The agreement does not specifically state anything about ua4.  But, I will
discuss that with Legal.  The intent is for all costs, including ua4 and
fuel, to be covered by Tenaska IV.

I will be leaving at 1pm today and will return on Tuesday 12/19.  We can get
together then if you would like.

D

	From:  Jim Pond @ ENRON                           12/14/2000 08:56 AM

To: Daren J Farmer/HOU/ECT@ECT
cc: Greg Whiting/Corp/Enron@ENRON@ECT, Troy Klussmann/HOU/ECT@ECT, James
Armstrong/HOU/ECT@ECT, Megan Parker/Corp/Enron@ENRON@ECT
Subject: Re: Tenaska IV 10/00

Darren,
The demand fee is probably the best solution.  We can use it to create a
recieivable/payable with Tenaska, depending on which way the calculation goes
each month.  How are PMA's to be handled once the fee been calculated and the
deal put in the system?

Attatched is a schedule detailing what is on the GL for Cleburne as of
today.  Some of this info will change by the end of the month.  As you can
see, there are some discrepancies between Megan's calculations and what is on
the general ledger.  UA4 is also on my schedule.  Unless the buys/sells are
volumetrically balanced, we book an entry to balance the desk.  This will
change the calculation of what is due from/to Tenaska.  Should we be
recording a UA4 entry for Cleburne?  Is it addressed in the agreement with
Tenaska?

Daren J Farmer@ECT
12/12/2000 04:48 PM
To: Greg Whiting/Corp/Enron@ENRON, Troy Klussmann/HOU/ECT@ECT, James
Armstrong/HOU/ECT@ECT, Megan Parker/Corp/Enron@ENRON, Jim
Pond/Corp/Enron@Enron
cc:

Subject: Tenaska IV 10/00

In most cases, ENA will be a net buyer from Tenaska IV for activity related
to the Cleburne plant.  However, for October 2000, the plant was down the
majority of the month and ENA sold off the supply, resulting in ENA owing
money to Tenaska IV.

I have created deal 529856 with a demand of $1,798,389.73, which is the
calculated amount of income on the Cleburne desk. (Please see the attached
schedule.)   We need to pass this income on to Tenaska IV.  Do we need to pay
this amount (wire from ENA to Tenaska IV) or is there another way to do
this?  This is the case for October 2000 and could possibly happen again in
the future.

Greg, Troy, Jim - Please let me know what you think about settling this.

Megan - Don't pay the amount until we here from the Greg, Troy and Jim.
Also, make sure that we have received dollars from the spot sales before we
reimburse Tenaska IV.

D
---------------------- Forwarded by Daren J Farmer/HOU/ECT on 12/12/2000
04:37 PM ---------------------------

	Enron North America Corp.

	From:  Megan Parker @ ENRON                           12/07/2000 09:18 AM

To: Daren J Farmer/HOU/ECT@ECT
cc:
Subject: Tenaska IV 10/00

We have actuals.  The larger of the two volumes is 1,395,000, which is
45,000/day, so the demand rate in deal 514353 is fine.  I am having a
problem, though, with the way it is coming to settlements.  It is showing up
with a Jan 2003 delivery date.  I think the demand fee needs to be on 10/1
only.  Right now, it is on a line with a date of 10/1/00 to 12/31/36.   I
think this is confusing the system some how.  Also, we still need the
purchase deal for Tenaska IV.  It should be for a demand fee of $2,571,135.73
booked to the Cleburne desk.  We actually owe $1,798,389.73, but I need to
net the Tenaska IV sales with the purchase to clear those receivables.  James
is calling me every day asking for an update.  Do you know when we will be
able to get this in the system?  I have attached my spreadsheet so you can
see the numbers.

Megan


latest on my system, but I'll check.
---------------------- Forwarded by Kay Mann/Corp/Enron on 03/04/2001 04:54
PM ---------------------------

"Thompson, Peter J." <pthompson@akllp.com> on 02/28/2001 11:11:34 AM
To: "Dale Rasmussen (E-mail)" <Dale.Rasmussen@enron.com>, "Kay Mann (E-mail)"
<kay.mann@enron.com>
cc: "Pipitone, Paul" <paulpipitone@akllp.com>, "Cobb, Chris"
<chriscobb@akllp.com>

Subject: LV Cogen/GE Agreement

 Attached please find the execution copy of the LV Cogen/GE
Agreement (the second document below), which incorporates the revised
Retention Letter amounts.  I have also included a blackline (first
document below) so that you can demonstrate to GE that no other changes
have been made.  To complete the Agreement, the date of execution must
be added to the first page and Exhibit H-2 must be inserted manually.  I
believe that you already have a copy of Exhibit H-2 provided by Lee
Johnson, but I will forward a copy momentarily.
 <<Comparison of LV Cogen/GE Agreement Versions 4 to 5.DOC>>  <<LV Cogen
Gas Turbine Purchase Agreement - Version 5.DOC>>
 - GE Agreement Versions 4 to 5.DOC
 - LV Cogen Gas Turbine Purchase Agreement - Version 5.DOC


Dad,
We are not going to go to D.C. on the 16th as Jose
Luis needs to be back here for meetings on the 16th.
This just came up. He would like to meet with Lynn
Coleman at some time, but it may neet to wait until
later this month (depending on how things go this
Friday).
I hope you guys had a good time in Palm Beach. Houston
is FREEZING! Now we have perfect weather in Florida,
though with hight of only 78!
I'll see you this weekend.
Love,
Elizabeth

__________________________________________________
Do You Yahoo!?
Yahoo! Photos - 35mm Quality Prints, Now Get 15 Free!
http://photos.yahoo.com/


Kate-
Please verify trade date for trade 474440.01, we received our executed Enron
Confirmation Letter back from Powerex Corp and they struck thru our trade
date of 12/4/00 and placed 12/5/00.  Matt Motley was trader, Jan 2001,
$375.00,
Cob N/S.  Please check and I will make note and send to Powerex.   Thank you.


--

(See attached file: pie.jpg)

(See attached file: pie.jpg)

 - pie.jpg


Please see the attached document.

With respect to a call on Monday to discuss the attached, please advise us
what time in the afternoon works for you.

Regards,

Ben


Refined Products recognized $6,300 of Originations on their P&L that was not
included in the Originations file.

Thanks,
Robin


Ken,

In the midst of all the criticism of the company and noise from all sides, I
wanted to let you know I think of you often, reflect on the occasions when I
have been at the table as you sorted through difficult situations and have
the utmost confidence in your ability to do so again.

Let me know if there is anything I can do to help-with RFF or otherwise.

Dod


I just saw this message posted for PNG.  This doesn't have anything to do
with you guys does it!!!!!  md

                   CUSTOMER ACQUISITION DEADLINES

1st of Month  Files with customer changes must be received to
be                      effective for next month's business

Within 2 days of Confirmation letter sent to customer
Receiving file

Within 5 days of Exception reports sent to pool operator via the Internet
Receiving file

18th of Month         Complete list of customer including 12 months of usage
                        history for the forthcoming month sent to pool
operators

                    2000 PNG FILE SUBMISSION DEADLINES

File Due to PNG                                 Effective
by 5:00 p.m. on:                  Revenue Month:

January 3, 2000     February 2000
February 1, 2000    March 2000
March 1, 2000     April 2000
March 31, 2000     May 2000
May 1, 2000     June 2000
June 1, 2000     July 2000
June 30, 2000     August 2000
August 1, 2000     September 2000
September 1, 2000    October 2000
October 2, 2000     November 2000
November 1, 2000    December 2000
December 1, 2000    January 2001


It wasn't just me changing plans.  All I ask is that sometime over the
weekend we see Finding Forrester.  And of course get my car aligned Sat. and
a tuneup Monday.  Now that I'm thinking about it I'm going to be spending a
lot of money this weekend on things that aren't exactly fun.  Oh well.

I'm planning to get out of here around 4:30ish if nothing goes wrong.  So
just call me at home when you get home.  Oh, yeah....Chipper means happy, or
in a good mood, kind of in a bouncy mood.

Talk to ya later,
Robin


doubleday

	Enron North America Corp.

	From:  Timothy Blanchard @ EES                           04/18/2000 08:06 AM

To: Eric Bass/HOU/ECT@ECT
cc:
Subject:

what's the name of that dermatologist?


Queen Sand Resources, Inc. changed its name to DevX Energy, Inc.  The short
name on this record will be changed tomorrow afternoon, Tue, Dec. 12, if
there are no objections.

Thanks,

Cheryl x3-3103


Tanya:
Here are the credit related comments that we received from Quaker Oats'
counsel:

1. They prefer Market Quotation instead of Loss.  This will obviously be a
discussion point given the type of commodity that we anticipate. trading with
them

2. They want a Minimum Transfer Amount just for them of $250,000.

3. They want to reduce rounding to $25,000.

4. They do not want the provisions of section 6(c) of the CSA to apply at any
time.

5. They deleted the concept that a party holding an LC could draw on it if
there was an Event of Default, meaning that we would have to wait to
terminate and have a payment  obligation owing to us before we could draw.

6. They do not want any LC to be transferable.

7. They want the Enron Guaranty to cover our obligation to return collateral
taht has been posted to us, which I guess means that if we didn't return
collateral to them then they could go after Enron for that amount.  Without
this language they would have to declare an Event of Default,  terminate and
then go after Enron for any amount that we owed them.  To the extent that we
were holding cash colateral, they could offset that amount against amounts
that they might owe us.  This is an interesting issue and one that I have not
seen before.

8. They want the Guaranty cap to be rased to $25,000,000.

Where does this ISDA stand on the priority list?  Is this something I should
try to push forward in the next week or 2 while I am hear or can it wait?

Carol


Dawn,

It looks like Jason Garvey's last day is the August 17th.  Is there anything I need to do to make sure his departure is smooth from a HR stand point?

Jon


-----Original Message-----
From: 	<iol_administrator@iroquois.com>@ENRON
Sent:	Tuesday, March 26, 2002 2:00 PM
To:	Germany, Chris
Subject:	Prearranged Bid Notification

Boston Gas Company is the replacement bidder for 35465 dekatherms
for the capacity release offer by Enron North America Corporation
for the period - 04/01/2002 and 05/01/2002.


Hi everyone.

I have volunteered as a campaigner for the United Way here at ENRON because I
wanted to give-back to the organization that was instrumental in my father's
comfort during his hospice.  I hope that you  will join me in achieving Ken
Lay's goal of 100% participation by Wednesday, August 23.

ENRON has created a home page making it very convenient to make a pledge.
Please take a FEW minutes and visit http://unitedway.enron.com to make your
confidential pledge.

If you experience any problems entering the system please contact me at
X57373 immediately.  We are in the process of ironing out a 'glitche' or
two.

Remember, No gift is too small.

Thank your for your consideration.


CALENDAR ENTRY:	APPOINTMENT

Description:
	Portland Office

Date:		9/27/2000
Time:		8:00 AM - 9:00 AM (Central Standard Time)

Chairperson:	Outlook Migration Team

Detailed Description:


Steve, I attach a further draft of the presentation incorporating comments
from John Sherriff.

I have made the following changes:

Cover Page. Listed key themes in the notes
Benefits of Liberalization. Expanded reference to "Improved allocation of
risk"
Benefits- Cost Savings graph. Simplified graph by removing OECD average
Benefits - What went wrong in California. Reworded
Benefits - Improved Customer Choice. Deleted
Policy Goals. Deleted
Successful Transition to Deregulation. Deleted reference to "phased
liberalization"
Successful transition to Deregulation. Replaced reference to "investment"
with reference to "independent regulator"
Transition issues and Solutions. Replaced reference to "Germany" with the
"Netherlands"
Today's New Economy. Deleted reference to "Winner Takes All"
Components of Transformation Process. Moved a number of industries to
"Transformed Markets" category
Enron and the Japanese Market. Referenced broadband
Conclusion. Changed the last bullet point.


On behalf of Watson and Vernon, I strongly object to the removal of the data
on the takeaway capacity to other markets besides the SoCalGas system, as
Norman apparently proposes in his draft exhibit.  Without the data on
takeaway capacity to other markets, the exhibit suggests that all of the
upstream interstate and PG&E capacity is designed to serve just the SoCalGas
market.  This is simply not factually true, and suggests that there are
"mismatchs" of intrastate and interstate capacity where, in reality, such do
not exist or are much smaller in magnitude.  The ALJ asked for this exhibit
not to show that a mismatch exists, but to present the full data on both the
delivery and take-away capacity at the border, so that the Commission can
evaluate the extent to which any mismatches exist.

I will offer two suggestions for resolving this matter: (1) add another
column to Norman's exhibit showing the takeaway capacity to other markets
besides SoCalGas, based on the numbers in SoCalGas' draft exhibit, or (2)
let parties file their own versions of the exhibit that the ALJ requested.

Tom Beach

----- Original Message -----
From: Norman A. Pedersen <napedersen@JonesDay.com>
To: Cherry, Brian - TPBKC <BCherry@sempra.com>
Cc: 'Pocta, Robert M.' <rmp@cpuc.ca.gov>; Cherry, Brian - TPBKC
<BCherry@sempra.com>; <AlexanMS@sce.com>; <paulamirault@aec.ca>;
<david.bayless@utility.com>; <Tomb@crossborderenergy.com>; <Burkee@cts.com>;
<Craigc@calpine.com>; <Rick.Counihan@greenmountain.com>;
<Jdasovic@enron.com>; <Mday@gmssr.com>; <bdingwall@unitedgas.com>;
<Douglass@arterhadden.com>; <eke@aelaw.com>; <Jfawcet@enron.com>;
<rfoss@coral-energy.com>; 'Gileau, Patrick L.' <plg@cpuc.ca.gov>;
<johnj@bcjlaw.com>; <Johnson_Pamela@lacoe.edu>; <karpjos@sf.whitecase.com>;
<jleslie@luce.com>; <kmccrea@sablaw.com>; <jmpa@dynegy.com>;
<porterdk@sce.com>; <RochmanM@cubjpa.org>; <RochmanM@spurr.org>;
<susan.scott@enron.com>; Betonte, Robert - TP2RSB <RBetonte@socalgas.com>;
Brill, Thomas R. <TBrill@sempra.com>; Follett, B. David - TPDBF
<DFollett@sempra.com>; Harrigan,
Sent: Thursday, June 15, 2000 11:08 PM
Subject: Re: Final Late Exhibit Draft

>
>
> _______________________________________________________________
>
> This message and any attachments are intended for the individual or entity
> named above.  If you are not the intended recipient, please do not read,
> copy, use or disclose this communication to others; also please notify the
> sender by replying to this message, and then delete it from your system.
> Thank you.
> _______________________________________________________________
>
>      Your proposed draft exhibit goes substantially beyond the ALJ's
order.
> ALJ Biren specifically stated that the the late-filed exhibit "should be
> narrowly focused on the mismatch of capacity." Tr. 1021.Thus, you need to
> eliminate the column entitled "Total Take-away Capacity."  Furthermore,
the
> column is both suspect (e.g., the representation that EOR is 770 MMcfd)
and
> misleading (e.g., the inclusion of SWG or PG&E in "S. Calif Take-away
> Capacity").  Also, you need to eliminate the "Avg. Daily Market" box.  The
> following is what should be submitted to ALJ Biren:
> (See attached file: #1070989 v1 - FIRM PIPELINE CAPACITY DELIVERY (EX. TO
> I.99-07-003).doc)


Sue Mara
Enron Corp.
Tel: (415) 782-7802
Fax:(415) 782-7854
----- Forwarded by Susan J Mara/NA/Enron on 03/21/2001 10:25 AM -----

	Jean Munoz <jmunoz@mcnallytemple.com>
	03/21/2001 09:27 AM

		 To: Katie Kaplan <kaplan@iepa.com>, "'Andy Brown (E-mail)'"
<ABB@eslawfirm.com>, "'B Brown Andy (E-mail)'" <andybrwn@earthlink.net>,
"'Baker Carolyn (E-mail)'" <cabaker@duke-energy.com>, "'Bob Escalante
(E-mail)'" <rescalante@riobravo-gm.com>, "'Bob Weisenmiller (E-mail)'"
<rbw@mrwassoc.com>, "'Curtis Kebler (E-mail)'"
<curtis_l_kebler@reliantenergy.com>, "'Douglas Kerner (E-mail)'"
<DKK@eslawfirm.com>, "'Greg Blue (E-mail)'" <gtbl@dynegy.com>, "'Jan
Smutny-Jones (E-mail)'" <smutny@iepa.com>, "'Jeff Dasovich (E-mail)'"
<Jeff.Dasovich@enron.com>, "'Joe Ronan (E-mail)'" <joer@calpine.com>, "'John
Larrea (E-mail)'" <john.g.larrea@williams.com>, "'John Stout (E-mail)'"
<John_H_Stout@reliantenergy.com>, "'Julee Malinowski-Ball (E-mail)'"
<jmball@ns.net>, "'Kassandra Gough (E-mail)'" <kgough@calpine.com>, "'kent
Palmerton (E-mail)'" <kent.palmerton@williams.com>, "'Kristin Vellandi
(E-mail)'" <kvellandi@pstrategies.com>, "'Lynn Lednicky (E-mail)'"
<lale@dynegy.com>, "'Marty Wilson (E-mail)'" <mwilson@pstrategies.com>,
"'McNally Ray (E-mail)'" <rmcnally@mcnallytemple.com>, "''Nam Nguyen'
(E-mail)'" <nam.nguyen@powersrc.com>, "'Norton Kelli (E-mail)'"
<knorton@mcnallytemple.com>, "'Paula Hall-Collins (E-mail)'"
<paula.hall-collins@williams.com>, "'Pigott Jack (E-mail)'"
<jackp@calpine.com>, "'Richard Hyde (E-mail)'" <rwhyde@duke-energy.com>,
"'Rob Lamkin (E-mail)'" <rllamkin@seiworldwide.com>, "'Roger Pelote
(E-mail)'" <roger.pelote@williams.com>, "'Stephanie-Newell (E-mail)'"
<stephanie-newell@reliantenergy.com>, "'Sue Mara (E-mail)'"
<smara@enron.com>, "'Theo Pahos (E-mail)'" <tpahos@ppallc.com>, "'Tom Ross
(E-mail)'" <tross@mcnallytemple.com>, "Carol H Hudson (E-mail)"
<Chudson@iepa.com>, steven kelly <steven@iepa.com>, "'Anne Kelly (E-mail)'"
<kelly@hnks.com>, "'Chuck Cole (E-mail)'" <ccole@advocation-inc.com>,
"'Delany Hunter (E-mail)'" <dhunter@smithandkempton.com>, "'DJ Smith
(E-mail)'" <djsmith@smithandkempton.com>, "'Hedy Govenar (E-mail)'"
<hgovenar@acom2.com>, <mmoretti@mccabeandcompany.net>, "'Maureen OHaren
(E-mail)'" <Oharen@hmot.com>, "'Mike Monagan (E-mail)'" <mrmonagan@aol.com>,
"'Phil Isenberg (E-mail)'" <isenberg@hmot.com>, "'Robert Ross (E-mail)'"
<robbiz@cwo.com>, "'Ron Tom (E-mail)'" <Rtom@govadv.com>, "'Scott Govenar
(E-mail)'" <sgovenar@govadv.com>, "'Susan Mccabe (E-mail)'"
<sfmccabe@mindspring.com>, <rtemple@mcnallytemple.com>,
<megan.beiser@edelman.com>, <tracy.fairchild@edelman.com>,
<deborah.fiorito@dynegy.com>, <tcwillia@duke-energy.com>, <mstultz@epsa.org>,
<lchurch@epsa.org>
		 cc:
		 Subject: Great Sacramento Bee Editorial Today

;

------------------------------------------------------------------------
B; E; E; ; E; D; I; T; O; R; I; A; L; S
------------------------------------------------------------------------

Our first Gray-outs: These power outages are purely a failure of leadership

(Published March 21, 2001)
Add a new term to the electricity nomenclature -- the Gray-out. This is a
power outage caused by politics in Sacramento under Gov. Gray Davis, rather
than some unavoidable mismatch between supply and demand.

This is March. Peak demand is thousands upon thousands of megawatts lower
than it will be this summer. And yet the lights are going out.

These rolling Gray-outs trace squarely back to state government's failure to
figure out a way to pay for all the power that California needs. The
generators who aren't getting paid are beginning to go temporarily out of
business. Day by day, less and less power is available for the grid, to the
point that a little bit of spring sun is enough to overtax supply and turn
out the lights. Unbelievable.

It's true that the governor is bleeding the state's coffers to the tune of
about $50 million every day to pay the big for-profit generators for their
supply. This is his short-term solution, until the longer-term solution --
whatever that is -- kicks in. But no, even that huge payment isn't all the
money needed to pay all the generators.

Neglected by the government plan are about 600 little guys that produce 20
percent of the electricity supply. These are generators dotted throughout the
state known as Qualifying Facilities. A creation of the alternative energy
movement of the 1970s, these are plants powered by natural gas, the sun and
the wind. Unlike the big for-profit generating companies, these QFs are
contractually tied to the giant utilities, Southern California Edison and
PG&E. And the utilities haven't been paying them for weeks and weeks -- at
this point the QFs are owed $1.48 billion.

Not surprisingly, some of these generators can't afford to keep producing
power for free. Grid operators say that these QFs could be producing about
6,000 megawatts if they were being paid. Instead, they are producing about
3,100, and the amount is decreasing. Outages were triggered on Monday because
the grid was short about 1,000 megawatts of load. This math clearly reveals
how avoidable this disruption was. Call it a rolling Gray-out.

Bipartisan legislation has languished in Sacramento for weeks that would cut
in half what these QFs have been billing the utilities. The savings are
possible by moving these contracts into long-term deals and out of the
higher-priced spot market. This piece of the overall solution has been
stalled while the governor has been at work on the others, such as returning
the big utilities to solvency and locking in power purchases long-term with
the big for-profit generators. Disregarding the little guys, however, is a
mistake that the governor and Legislature should correct immediately.


Call me when you get a chance.  There is some new capacity to execute for
November.  Expiring contracts are show in purple, the new contracts are shown
in yellow.  Ignore the demand charges for now, I did not verify them.  I
won't execute these until I hear from you.

The capacity listed below was purchased from the pipeline.  Scott said Jeff
gave us the OK on this one.


I received your memo-sounds like all we need is a high speed internet
connection and that is it.


Mary has this.  Seeks $250 price caps against sellers into Cal. with market
based rates.
---------------------- Forwarded by Christi L Nicolay/HOU/ECT on 08/03/2000
11:49 AM ---------------------------

"Jackie Gallagher" <JGallagher@epsa.org> on 08/03/2000 11:12:09 AM
To: <cwentlent@aesc.com>, <bbuchynsky@aol.com>, <cpowerc@aol.com>,
<frayblay@aol.com>, <John.A.Cohen@BAKERNET.com>, <apennix@bostonpacific.com>,
<croach@bostonpacific.com>, <alycial@calpine.com>, <eileenk@calpine.com>,
<jackp@calpine.com>, <jimmyg@calpine.com>, <JoeR@calpine.com>,
<GeoffM@citizenspower.com>, <brad.ashton@coastalcorp.com>,
<david.sims@coastalcorp.com>, <marcus.da.cunha@coastalcorp.com>,
<martin.allday@coastalcorp.com>, <robert.moore@coastalcorp.com>,
<susan.ginsberg@coastalcorp.com>, <davidhodges@cogentrix.com>,
<rzuland@columbiaenergygroup.com>, <JBarnett@coral-energy.com>,
<rreilley@coral-energy.com>, <zori_ferkin@deweyballantine.com>,
<eisenstatl@dsmo.com>, <rustumm@dsmo.com>, <jmdonnell@duke-energy.com>,
<lebarrett@duke-energy.com>, <mfgildea@duke-energy.com>,
<rjmatlock@duke-energy.com>, <BNHU@dynegy.com>, <daki@dynegy.com>,
<jjha@dynegy.com>, <jjst@dynegy.com>, <mado@dynegy.com>, <pges@dynegy.com>,
<jsena@EdisonMission.com>, <luke.mickum@engageenergy.com>,
<bhawkin@enron.com>, <bmerola@enron.com>, <christi.l.nicolay@enron.com>,
<janelle.scheuer@enron.com>, <jhartso@enron.com>, <sarah.novosel@enron.com>,
<tom.hoatson@enron.com>, <rbrown@exeloncorp.com>, <jack.hawks@gen.pge.com>,
<sarah.barpoulis@gen.pge.com>, <sbarishstraus@gpu.com>,
<oneill@greenmountain.com>, <mtighe@hess.com>, <smutny@iepa.com>,
<john@ippny.org>, <don.santa@lgeenergy.com>, <agoldberg@lgl.twc.com>,
<rfahey@mwgen.com>, <joe.bizzano@nrgenergy.com>,
<barry.green@ontariopowergeneration.com>,
<tony.petrella@ontariopowergeneration.com>, <mhornstein@orrick.com>,
<karen.tomcala@pge-corp.com>, <diane.featherstone@powersrc.com>,
<mphillips@pwrteam.com>, <dapplebaum@sithe.com>, <gbrown@sithe.com>,
<lwisniewski@sithe.com>, <rfernandez@sithe.com>, <sweiner@sithe.com>,
<anne.cleary@southernenergy.com>, <mike.mcclenahan@southernenergy.com>,
<afontana@tenaska.com>, <jmartin@tenaska.com>, <GTakvorian@Thermoecotek.com>,
<shelyer@tnsk.com>, <tharper@tnsk.com>, <ltun@tractebelusa.com>,
<david.goodman@uaecorp.com>, <joe.greco@uaecorp.com>,
<elliot.roseman@us.pwcglobal.com>, <himesh.dhungel@us.pwcglobal.com>,
<mark.niehaus@us.pwcglobal.com>, <bruce.a.connell@usa.conoco.com>,
<pete.frost@usa.conoco.com>, <JJB@VNF.com>, <twicks@wcp.twc.com>,
<dennis.keener@williams.com>, <jane.mudgett@williams.com>,
<Judy.Neason@williams.com>, <kerwin.grider@williams.com>,
<mike.grim@williams.com>, <robert.o'connell@williams.com>,
<samuel.kwong@williams.com>, <Terrie.Donahue@williams.com>,
<gackerman@wptf.org>
cc: "Jackie Gallagher" <JGallagher.EGAPOST.EGA@epsa.org>, "Julie Simon"
<JSIMON.EGAPOST.EGA@epsa.org>, "Mark Bennett"
<MBennett.EGAPOST.EGA@epsa.org>, "Samantha Slater"
<SSLATER.EGAPOST.EGA@epsa.org>
Subject: San Diego Gas & Electric Complaint

Attached is the San Diego Gas & Electric Company complaint for your review.
In its complaint, SDG&E has requested that FERC make answers, motions to
intervene and protests due 15 days after the date of filing.  Please contact
Mark Bennett with comments at 202.789.7200 or mbennett@epsa.org.
In addition, the docket number is EL00-95-000.

Jacqueline Gallagher
Research/Policy Assistant
Electric Power Supply Association
1401 H Street, NW
Suite 760
Washington, DC  20005
202.789.7200
202.789.7201
jgallagher@epsa.org

 - 8 2 Complaint.doc
 - APPENDIX A-E.DOC
 - JUNJULdata.xls


Start Date: 12/13/01; HourAhead hour: 13;  No ancillary schedules awarded.  No variances detected.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final Schedules\2001121313.txt


---------------------- Forwarded by Vince J Kaminski/HOU/ECT on 12/14/2000
02:30 PM ---------------------------

HV@kuntschik.at on 12/14/2000 01:51:30 PM
To: HV@kuntschik.at
cc:
Subject: At Last, Herbal V, the All Natural Alternative is Available!

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---------------------- Forwarded by Paul Drexelius/CES/ColumbiaGas on
12/27/2000 02:09 PM ---------------------------

Marianne Stiles
12/27/99 02:05 PM

To: Karen Bobb/CES/ColumbiaGas@ColumbiaGas, Phil
Villagomez/CES/ColumbiaGas@ColumbiaGas
cc: Paul Drexelius/CES/ColumbiaGas@ColumbiaGas, Noel
Bartlo/CES/ColumbiaGas@ColumbiaGas, Melissa
Flewellyn/CES/ColumbiaGas@ColumbiaGas, Brian
Perrone/CES/ColumbiaGas@ColumbiaGas, Frank Kronz/CES/ColumbiaGas@ColumbiaGas
Subject: FINAL - January 2000 Tn Zn 6 volumes

Here are the January daily volumes for each of the gates.    I know you wanted
an exact volume for 1/1 but I will not have that for all Tennessee Zn 6
markets
until Thursday as Boston Gas and S. Ct. Algorithms will be available then.   I
have estimates in on those gates.  We will need a range from 2700 dth to 3600
dth per day.   This large swing is normal for these types of markets due to
weekends, weather, and customer situations.


Total price for this trip: $268.50
Here is a detailed description of the flight(s) you selected, along with any
rules and restrictions that apply.

 1  Review the flight details

  Fri 5-Jan-01

1415 mi
4hr 0mn New York (LGA)
Depart 3:00 PM  to  Houston (IAH)
Arrive 6:00 PM
Flight: 1975

------------------------------------------------------------------------------
--

Economy/Coach Class, Snack, Boeing 737-300, 60% on time

------------------------------------------------------------------------------
--

Total miles: 1415 mi
Total flight time: 4hr 0mn

  Sun 7-Jan-01

1415 mi
3hr 13mn Houston (IAH)
Depart 5:47 PM  to  New York (LGA)
Arrive 10:00 PM
Flight: 1974


I talked to Peggy last night, and we are on for Christmas dinner with them.  Her inlaws won't be there, but friends will be.  Mikey is invited also.

Looking for some gift hints from you.

I'm at the drs office this am, but will be in the office later.

Mom
--------------------------
Sent from my BlackBerry Wireless Handheld (www.BlackBerry.net)


Jim Derrick

-----Original Message-----
From: Hermann, Robert <Robert.Hermann@ENRON.com>
To: Derrick Jr., James <James.Derrick@ENRON.com>
Sent: Thu Nov 15 08:35:02 2001
Subject: FW: MESSAGE FROM JIM DERRICK

 -----Original Message-----
From: 	Sandt, Jim
Sent:	Thursday, November 15, 2001 7:26 AM
To:	Hermann, Robert
Subject:	RE: MESSAGE FROM JIM DERRICK

Bob,

Over the past 2 years I have used Baker & McKenzie for a number of transactions executed by EEL in London. The last transaction involved a Subpart F analysis confirmation relating to a $600mil payment received by EEL associated with the Teesside PPA's.

I have not worked with them since 4th quarter 2000.

Jim

	 -----Original Message-----
	From: 	Hermann, Robert
	Sent:	Wednesday, November 14, 2001 7:31 PM
	To:	Musch, Susan; Sayers, Rod; Sandt, Jim; Hutton, Peter; Dyson, Fernley
	Subject:	FW: MESSAGE FROM JIM DERRICK

	Please respond to me at your earliest convenience. If the answer is "none" would you please tell me when and what was the last matter?
		Thanks,
			RJH

	 -----Original Message-----
	From: 	Harris, Stephanie J
	Sent:	Wednesday, November 14, 2001 2:46 PM
	To:	Hermann, Robert; Delainey, David W.
	Subject:	FW: MESSAGE FROM JIM DERRICK

	 -----Original Message-----
	From: 	Harris, Stephanie J
	Sent:	Wednesday, November 14, 2001 2:29 PM
	To:	#99 Tech Support,; Ale, John; Alvis, Connie; Braden, Erica; Cartier, Autumn; Cheek, Charles; Dapolite, Gail; Dodgen, Kathy; Elbertson, Janette; Esparza, Elaine; Evans, Mark (London Legal); Forsyth, Darlene C.; Fossum, Drew; Foy, Tracy; Haedicke, Mark E.; Hicks, Debra; Jebousek, Diana; Johnson, Kelly; Kumbalek, Lisa M.; Labanowski, Elizabeth; Lawless, Michelle; Lewis, Karen; Manly, Marc; Mintz, Jordan; Mordaunt, Kristina; Murray, Tanja; Newell, Eric; Nichols, Douglas; Place, Janet; Raybon, Betsy; Rieker, Paula; Rogers, Rex; Sample, Molly; Sellers, Emily; Sharp, Vicki; Wallace, Stephen; Walls Jr., Rob
	Subject:	MESSAGE FROM JIM DERRICK

	Please let me know what matters you currently have or have had within the last two years, with the law firm of Baker & McKenzie.

	Please let me know promptly.

	Jim Derrick


John,

You might recall we spoke a few weeks ago about a system with more
intelligence for out-of-hours trading than just leaving the products on Last
Trade is Mid.

Attached is a suggestion for how such a system might work. It builds on
Offset to Last Trade functionality.

The simplified description is: It tracks two variables: Intensity(Speed) and
Bias (Buy or Sell emphasis).  As Intensity increases, the Spread increases.
As Bias increases, the Offset increases.

I'll call later to see what you think of the idea.

Dave

Program Criteria

The formula which defines the trading decision-making program will need to
work with several criteria/inputs/definitions. These might be:

Intensity (Speed) - The average time between transaction attempts, regardless
of whether they are buys or sells. Measured as a moving average over the last
[Intensity Factor] transactions by comparing the timestamp of the transaction
Tibco messages for the Product.
Obviously, the lower the Intensity calculation, the higher the transaction
flow. Therefore a high Intensity number indicates low transaction flow.
Intensity Factor - The number of transactions to be included in the moving
average Intensity calculation. A possible value for this might be [4].
#Buys - The number of Buys which have occurred.
#Sells - The number of Sells which have occured.
Transaction Count - Could be either #Buys or #Sells (whichever last occured).}
Buy Offset - The Offset value which will be applied if a Buy occurs.
Sell Offset - The Offset value which will be applied if a Sell occurs.
Offset Reversion Ratio (ORR)- The amount by which the Buy Offset should be
reduced if a Sell occurs (or amount Sell Offset should be reduced if a Buy
occurs). A possible value for this might be [0.3]. If the application of the
ORR results in a reduction of less than 1, then the reduction shall be 1.
Transaction Reversion Ratio (TRR)- The amount by which #Buys should be
reduced if a Sell occurs (or amount #Sells should be reduced if a Buy
occurs). A possible value for this might be [0.3]. If the application of the
TRR results in a reduction of less than 1, then the reduction shall be equal
to 1.
Spread Minimum - The minimum Spread value allowed. A possible value for this
might be [0.04]
Spread Maximum - The maximum Spread value allowed. A possible value for this
might be [0.50]
Offset Minimum - The minimum Offset allowed for both Buys and Sells. A
possible value for this might be [0].
Offset Maximum -The maximum offset allowed for both Buys and Sells. A
possible value for this might be [0.50]
Initial Offset - The Buy and Sell Offset used when the program is started
Initial Spread - The Spread used when the program is started
Spread-Offset Minimum - The minimum amount by which Spread must exceed
Offset. Prevents a possible arbitrage opportunity for the customer. A
possible value for this might be [0.01]
Dead Interval - The period of time which must pass before the program will
recalculate the above Criteria, if no transactions have taken place during
the Dead Interval. A possible value for this might be [240] seconds.

Program Outputs

The program should output the following variables as a result of combining
the above Criteria in a user-defined Formula:

Spread (integer) - as per current Stack Manager
Offset (integer) - as per current Stack Manager
Suspension (boolean) - Whether or not the Product should be suspended.
Normally "False"

Program Interface and Operation Principles

The user should be provided with a GUI which will allow them to define a
relationship among the above Criteria, which will produce and apply the
Outputs to a particular Product. This relationship would be defined with
Intensity Formulas and Transaction Formulas.

Every time a Transaction occurs, or a Dead Interval passes, the Criteria will
be recalculated and the user-defined formulas will be reviewed by the
program. If a Dead Interval passes without any transactions taking place,
then Intensity = Intensity +240 and #Buys=#Buys-TRR and #Sells=#Sells-TRR and
Buy Offset = Buy Offset- ORR and Sell Offset = Sell Offset - ORR.

If the user-defined Formulas (see following) indicate that a change in spread
should occur, then if the Offset is zero (in the case of a trade occurring)
or if no trade has occured (during the passing of a Dead Interval), the
system shall perform a Last Trade is Mid calculation around the last
transaction, adjusting the buy and sell prices according to the new Spread
value.

Any adjustment to the Spread shall respect the Spread-Offset Minimum. If a
reduction in the Spread should violate the Spread-Offset Minimum, then the
Buy Offset (or Sell Offset, or both as appropriate) shall be reduced
accordingly. Similarly, if the Offset is increased by a Transaction Formula
to a level greater than the Spread, the Spread shall be increased to maintain
the Spread-Offset Minimum.

GUI/Formulas Example:

Constants
Intensity Factor: [4]
Dead Interval: [240]
Offset Reversion Ratio (ORR): [0.3]
Transaction Reversion Ratio (TRR): [0.3]
Spread Minimum [0.04]
Spread Maximum [0.50]
Offset Minimum [0]
Offset Maximum [0.49]
Spread-Offset Minimum [0.01]

         INPUTS           OUTPUTS
Intensity Formula
Formula # Intensity   Spread Offset  Suspension
S1  >220   -0.01 n/a F
S2  <30   +0.01 n/a F
S3  <10   +0.02 n/a F

Transaction Formula
Formula # # Transactions  Spread Offset  Suspension
V1  <4   n/a -0.01 F
V2  >3   n/a +0.01 F
V3  >5   +0.01 +0.02 F
V4  >10   +0.02 +0.04 F
V5  >15   +0.04 +0.15 F
V6  >20   n/a n/a T

Note that #Transactions would be #Buys or #Sells, as appropriate. Note also
that #Buys and #Sells are not intended to be an absolute count, but rather
are a moving measure of the number of buys or sells which have recently
occured.

In this example, all Constants and Formulae are editable by the user through
the GUI.

Simulation

Obviously, if we want to proceed, we will want to conduct several simulations
to prove concepts and evaluate responsiveness. However, to give some idea of
how the above might work when a market starts to run in a particular
direction, please see the attached:

Additional Features

System Notifications

There should be two kinds of notifications for the Robotrader, which will be
similar to Stack Manager Garbage Checks: Warning and Failure levels for both
Offset and Price. The warning levels will trigger a pager message. The
Failure levels will trigger a pager message and the product will be
automatically suspended. The Price checks will be against prices input by the
trader (not relative price movements, but actual price). There should be both
maximum and minimum price checks (e.g. gas is trading at $5.50. The
notification levels could be $8 at the top end and $2 at the bottom end).
Offset checks will only be against a maximum value.

Dave


---------------------- Forwarded by Phillip K Allen/HOU/ECT on 02/09/2000
10:27 AM ---------------------------

"George Rahal" <george.rahal@acnpower.com> on 02/07/2000 03:13:58 PM
To: <Phillip_K_Allen@enron.com>
cc:
Subject: RE: W basis quotes

I'll get back to them on this.  I know we have sent financials to Clinton
Energy...I'll check to see if this is enough.  In the meantime, is it
possible to show me indications on the quotes I asked for?  Please advise.
George

George Rahal
Manager, Gas Trading
ACN Power, Inc.
7926 Jones Branch Drive, Suite 630
McLean, VA 22102-3303
Phone  (703)893-4330 ext. 1023
Fax  (703)893-4390
Cell (443)255-7699

> -----Original Message-----
> From: Phillip_K_Allen@enron.com [mailto:Phillip_K_Allen@enron.com]
> Sent: Monday, February 07, 2000 5:54 PM
> To: george.rahal@acnpower.com
> Subject: Re: W basis quotes
>
>
>
> George,
>
>      Can you please call my credit desk at 713-853-1803.  They have not
> received any financials for ACN Power.
>
> Thanks,
>
> Phillip Allen
>
>


Hopefully you will get some credit for it, also.

I just love Lisa.  I think she's a ton of fun.

From: Suzanne Adams@ECT on 02/12/2001 01:37 PM
To: Kay Mann/Corp/Enron@ENRON
cc:

Subject: Re: Jury duty

I will just put you out all day as jury duty.  I haven't been called in a few
years, I'm sure my time is coming.

We had an assistants staff meeting today at lunch.  Lisa Mellencamp will be
doing the law conference in October, and I will be helping.  You know we will
have a good time!

	Kay Mann@ENRON
	02/12/2001 01:36 PM

		 To: Suzanne Adams/HOU/ECT@ECT
		 cc:
		 Subject: Re: Jury duty

Duty is actually in the afternoon, but I think I will spend the morning
getting mentally prepared at home.

ckm


Attached you will find the manual invoice to SWG which I billed today.

---------------------- Forwarded by Laurie Ellis/NA/Enron on 02/08/2001 03:43
PM ---------------------------

Jane M Tholt@ECT
02/07/2001 10:28 AM
To: Laurie Ellis/NA/Enron@ENRON
cc:

Subject: Re: Southwest Gas-Penalty Invoice

I want the penalty billed and let them challenge it.


Great.  DF

From:	Gina Taylor/ENRON@enronXgate on 03/28/2001 03:21 PM
To:	Drew Fossum/ET&S/Enron@ENRON, Steven Harris/ET&S/Enron@ENRON, Mary Ellen Miller/ENRON@enronxgate, Shelley Corman/ENRON@enronXgate, Susan Scott/ENRON@enronXgate, Stanley Horton/Corp/Enron@Enron, Rex Rogers/ENRON@enronXgate, Scott Vonderheide/Corp/Enron@ENRON, Karen Denne/Corp/Enron@ENRON, Sherri Sera/Corp/Enron@ENRON, Rosalee Fleming/Corp/Enron@ENRON, Danny McCarty/ET&S/Enron@Enron
cc:	Keith Petersen/ENRON@enronXgate

Subject:	Transwestern Press Release

Attached is the TW expansion filing press release.  With the filing being made on Thursday, March 29, we'll plan to issue the release to natural gas industry publications after the market closes on Thursday, March 29.

Please review the press release one last time.  This draft includes changes I previously received from Rex, Drew, Steve Harris, Mary Kay Miller, Stan and Shelley Corman.

Please let me know if you have additional changes by noon on Thursday, March 29.

Also attached is a filing fact sheet that will be used as reference for media calls.  Please let me know of changes to the fact sheet by Thursday, March 29, at noon as well.

Thanks for your immediate attention.

Gina


Justin,

I am assuming that there is no reason from a legal perspective to restrict
access to EnronOnline EnBank Auctions - so we will proceed with setting up
the user profiles this way (I've already checked with credit).

Please let me know if this is assumption is incorrect and we need to restrict
access.

Thanks,

Dave


August 7th at 4pm is fine.  I am located on Mirant's trading floor and do
not know which conference room or office I will be using for the conference
call.  Would it be possible for you to provide a phone number?

-----Original Message-----
From: Alonesgroupinc@gateway.net [mailto:Alonesgroupinc@gateway.net]
Sent: Sunday, July 29, 2001 7:46 PM
To: emily.manning@mirant.com
Cc: rring@enron.com
Subject: Tele Conference on Aug 7 at 4:00 est with A'Lones Group,Enron and
Mirant

Good evening,

Will you be able for a tele conference on the 7 of Aug at 4:00 pm(est). This

seem to be a good time for all parties(Enron/A'Lones) to speak.  Give me a
call to let me know or another  time and or date.  We will be talking about
cover sheet, comfort letter and proposed guaranty of performance document.

Please leave a number.

Untill then,

A. Bernard


The record on Friday showed that 127 employees from Energy Operations had
pledged dollars to the United Way campaign.  Large number, but still
percentage-wise smaller than we would like.  I sent the message below to all
Energy Operations employees on Friday afternoon.  We'll see in a few days if
this helped on contributions.

Text of e:mail message to Energy Operations employees:

Two weeks ago I toured the Depelchin Center, one of the organizations that
receives much of its funding from the United Way.  I was surprised to find
out about the many programs that the center offers to neglected and abused
Houston children and  the caring adults who will open their homes as foster
parents.  I had already completed my electronic pledge card before going to
the center.  Learning about the important programs offered through Depelchin
and meeting four year-old Jessica and ten year-old Steven who were
temporarily housed there before going to foster homes made me very glad to
have made that pledge.

Enron has a terrific matching program that allows all employees to receive
matching funds for dollars that you may choose to give to non-profit
organizations.  Hopefully, many of you take advantage of this to stretch your
charitable giving during the year.  The United Way campaign is the one time
each year that Enron invites employees to partner with the company to make a
difference in the lives of so many in Houston.  Each dollar pledged by an
employee is matched by Enron.

If you have not yet completed your electronic pledge, please consider doing
so as soon as possible.  Our United Way campaign draws to its conclusion next
Wednesday, August 23.  I hope that each one of you will consider making a
pledge.  There is no gift that is too small, because cumulatively all Enron
employees can make a significant positive impact for Houston.  Log on to
http://unitedway.enron.com to complete your pledge card.

Thanks to the many of you who have already completed your electronic
pledge.


Shawn / Shona

We have talked round this issue for some time so I thought I would try to
take a brief stab at documenting what my preferred approach is (we will need
to do a great deal of talking before we would circulate widely):-

Aims
Accountability for internal controls must rest with the commercial support
teams and absolutely with the leaders of those teams.
A culture of control and operational risk assessment requires extensive
on-going communication and a structure of measurement and tracking.
Any independent process of review such as Doorstep and BRM should fully
leverage the work engaged by staff in the line and indeed should be focused
by it
All elements of implementing, completing and reviewing internal control
should generate defined output
We focus independently the review efforts for trading controls and
origination controls (we have defined the control structure for trading
offices, agency offices and origination offices and we must police our
labelling for each office)
The output from Enron's perspective is appropriate risk issue lists to be
discussed at control/governance meetings (eg at Sally/Ted/Fernley's level and
at the audit committee level) - the important issue here is that every list
must be extracted from an agreed database of issues - different lists have
different amounts of filtering applied - judgementally by senior/experienced
staff
The output from AA's perspective is their internal controls audit opinion
based upon our database and our review and management process of it

Trading Process - monthly
Routine judgemental self assessment on areas within the trading transaction
cycle - rating made by business controller is red, amber, green - with trend
indicator of static, improving or declining - see attachment 2 for full
listing
Monthly metrics collected for key standards set for risk management - see
attachment 1 (you will notice that this is a summarised version of attachment
2 - and as a senior controller I would expect the metrics to underpin but not
solely drive the judgement within the self assessment) - Shona, this is the
work that Mike Moscoso is leading
Periodic review meeting between controller and commercial lead to discuss
operational risk and areas of concern (red and amber) with agreement of
action plans for such areas
Monthly review by controller/senior controller of database where all high
(red) and medium (amber) risk issues are recorded.  Milestones for action
plans revisited, reconfirmed or amended
Monthly meeting between remote office staff and controllers to identify if
the risk rating for any remote offices has changed
All new information on issues raised by self assessment, doorstep review or
BRM completion populated into database
Database utilised globally to report to various levels of governance and
decision on whether original BRM and doorstep plans require amendment

Process - Yearly Planning
Checkpoint taken of
current operational environment (say end Oct)
proposed new offices for coming year or proposed changes to activity in
office, and
IT development plans for next year
Prioritisation made for doorstep - which offices require a visit and what
depth does report need to go to.  Note the doorstep review would be an end to
end review for entire business unit and therefore is the independent review
of the existing self assessment and would leverage the work by focusing the
review effort on areas of concern, the actions plans in place and concluding
on the 'mitigation of operational risk to an acceptable level'
Prioritisation made for BRM - which functions, NOT BUSINESS UNITS, require
external independent review - highly leveraging the above self assessment and
doorstep processes (could AA signoff simply by auditing our own internal
governance process?) - most likely reviews completed on functions that
assessed as concerns across multiple business - such as FX exposure
management, cash management, credit exposure management, IT change management
controls/process

Where are we NOW - if we all thought to do this immediately

We do not have bottom up operational risk assessment for all businesses - I
am suggesting that we demand that all business controllers at the Houston
offsite do this? 23rd Oct
The above would validate a high level operational risk summary that we as
senior controllers could put together for the audit committee - last week Oct
We agree on a robust tracking process - throw out one of the BRM and Doorstep
databases - November
Given AA have never historically risk rated their issues we should repopulate
the database from scratch - November
Review Doorstep plan to check that our risk rating for business units and
remote offices means that we have resource focused correctly - do we need to
visit all? - November
Review all of the above and blend into risk based approach for BRM planning -
end November to end December !!

Wow - lets chat about this

Mike

Attachment 1

Attachment 2 - the areas where a judgement should be proactively made by each
business unit controller -

Business oversight
System development project and change management
People management - coaching and skills/headcount gaps
Model Review
Stress testing and business risk identification
Operational capacity assessment signoff
Error management

Control Cycle
Risk Management Control
Recognition of risk origination
Monitoring of trading activities - limit checking, trader mandates
Specific transaction analysis - DASH, CACS etc
Transaction capture - deal form analysis and risk management system input
Logistics support - delivery position analysis, incoming and outgoing invoice
maintenance, post deal execution contract management
Portfolio edits - required amendments to previously transacted risk/contracts
Market risk/position signoff - both transaction specific and portfolio
management
DPR production and signoff
Limit excession reporting
Market risk feeds to GRMS - review VAR applicability (backtesting?)
Credit risk review - liaison with RAC over provisioning for credit charges
Price input checking and verification
Reserving and income recognition issues
Weekly Executive Summary
Monthly Revenue Summary

Documentation
Documentation generation
Re-review of contract loading in risk management system
Affirmation chasing
Broker information reconciliation

Trade Accounting
General Ledger account ownership
Balance sheet to CPR reconciliation
Accounts receivable maintenance/monitoring
Accounts payable maintenance/monitoring
Monthly management accounts by profit centre/business segment
Inter company/inter entity reconciliation differences
Legal entity balance sheet analysis for Fin Ops

Settlements
Outgoing invoice generation
Incoming invoice reconciliation
Exchange statements reconciliation
OTC brokerage charges reconciliation and processing
Nostro reconciliations
Cash management liaison


Evidently GE feels that we already have an agreement based on something Brian
signed before the agreement was reviewed/approved by Tax and Legal.

The internal process is not working.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 06/02/2000 05:44
PM ---------------------------

jeffreye.smith@ps.ge.com on 06/02/2000 05:12:32 PM
To: Brian.D.Barto@enron.com, Steve.Irvin.ECT@enron.com,
Manuel.Cavazos@enron.com, Kay.Mann@enron.com
cc: john.schroeder@ps.ge.com

Subject: RE: GE Contract

Folks,
We should not be making changes like this at this time.  This clause was
part of the document (terms & conditions) initialed a month ago.
Regards,
Jeff Smith

-----Original Message-----
From:   Brian D Barto [mailto:Brian.D.Barto@enron.com]
Sent:   Friday, June 02, 2000 2:31 PM
To:   Steve Irvin; Manuel Cavazos; Kay Mann
Cc:   Jeffreye.smith@ps.ge.com; John.Schroeder@ps.ge.com
Subject:   Re: GE Contract

His issues need to be communicated directly to Jeffrey Smith at GE so
Jeffrey
Smith can tie in his tax advisors.  Please follow up with this as I am fully
occupied with Genpower for the next few days.   PS  I have asked Kay Mann to
lend a hand closing out the Consolidation Agreement too.

To:   Brian D Barto/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:

Subject:  GE Contract

I tried to calling you on your phone, but it does not seem to bew working
right.
Jeff Blumenthal from tax has some final issues we need to discuss in section
5.2.4 of the contract and he will be sending an e-mail describing those
issues
later this morning.  That is the last remaining issue I am aware of before
we
can finalize and sign this contract, unless anything has poipped up the over
the
last couple days from GE. Can we meet this afternoon to arrange the signing
of
this contract with GE.
Please call me back at 3-9548 and let me know.

Thanks,

Steve


Chris,

If you have time today, can we go over the basics?  Also, can you get a room or shall I get something on 35?


Rod,

The attachment below is a draft of the Board presentation for Project
Tangerine.  David and I wanted to get it to you to give you a chance to
review it.  We would very much appreciate any suggestions you could make to
improve its effectiveness.  Thanks for your help.

George


T.J. can I get setup with Enron Online.  UserID etc...

Thanks!!!!


Rick Simpson from the Speaker's office, said there will be no amendments to the bill prior to its passing the Assembly.  They are still scrambling for votes and sent the Chamber and WSPA lobbyists out to shore up a few while I was in the office.  I talked to Mike Kahl, WSPA lobbyist, whose firm also represents the restaurant assn.  He argued that the 24th was in the bill for awhile and he called all of their clients to tell them to sign up by the 24th.  He said Enron should have done the same.  I argued that Enron did the best it could, but that negotiations with many entities take varying amounts of time.  So long as the date is past, and customers still have to pay exit fees, what was the relevant policy debate.  There can't be a gold rush now.  Scott pointed out to me that bothWendy's and Burger King
probably belong to the restaurant assn., so our suggestion is that those entities contact Jot Condie at the assn to instruct his lobbyists to change the date to Sept. 1st.  This is time sensitive.  The Chamber lobbyist would love to see a Sept. 1 date, but was not optimistic that they could move the Governor's office.

Rick agreed to ask the Speaker to call Jeff Brown and ask for a delay until the Legislature has time to act.  He will say the bill is expected to pass his House tomorrow and changes will occur in the Senate which will give them direction.  Rick also expressed pessimism that Bowen's attempts at legislation will have a fruitful result.  I have been unable to speak to Burton directly about calling Brown, but hope to see him before the day is over.

Also I have a call in to Mayor Willie Brown, but so far I haven't heard back.

Jim, re the list of customers signing after July 1 - which ones would be affected by the Aug. 24th date?

"Steffes, James D." wrote:

> Per our conversation today --
>
> 1.      Sue Mara is working with AReM to (a) work on an alternative
> vehicle for DA - the Bowen bill, (b) get the "taking" argument for
> retroactive CPUC action to Norm Plotkin and Richard Katz, (c) call APS
> Energy Services to motivate Boeing, (d) getting AReM active on the date
> issue.
>
> By the way, Sue Mara heard that the CPUC has received "hundreds" of
> letters related to the CPUC decision.
>
> 2.      Everyone should be working to get customers focused on messaging
> to the (a) Governor's office and (b) trade associations.
>
> KEY MESSAGES:   1.      Don't have the CPUC Make Wrong Decision Tomorrow
>                         2.      SB78 can work if DA Suspension Date =
> Sept 1.01 or Later
>                         3.      Setting this DA Suspension Date Does NOT
> Mean that Customers Will Escape Fair Surcharges
>
> I am putting together a gameplan right now for who to call and the
> messages.
>
> 3.      I called Sandra Yamane (at Marathon Communications) re: CEO
> contacts.  Once I receive the list, we'll make a decision on how to
> proceed with that group.
>
> 4.      Hedy is working to get Hertzberg (and any others) to call the
> CPUC and seek another delay.
>
> 5.      Mike Day - can you please draft language to use on the Assembly
> floor to "fix" SB78 per our interests.  Hedy & Bev, who should support
> the amendment?  Don't we need a member to carry the provision?  Wouldn't
> it be better if we had CMTA or the CA Restaurant Association?  Is this
> possible?
>
> 6.      Scott Govenar is calling Boeing's lobbyist to get them
> "interested".
>
> Thanks everybody.  Keep up the great work!!!
>
> Jim
>
> **********************************************************************
> This e-mail is the property of Enron Corp. and/or its relevant affiliate and may contain confidential and privileged material for the sole use of the intended recipient (s). Any review, use, distribution or disclosure by others is strictly prohibited. If you are not the intended recipient (or authorized to receive for the recipient), please contact the sender or reply to Enron Corp. at enron.messaging.administration@enron.com and delete all copies of the message. This e-mail (and any attachments hereto) are not intended to be an offer (or an acceptance) and do not create or evidence a binding and enforceable contract between Enron Corp. (or any of its affiliates) and the intended recipient or any other party, and may not be relied on by anyone as the basis of a contract by estoppel or otherwise. Thank you.
> **********************************************************************


Jim Flores - did he also work in Finance?   I dont remember him...

JMF


Mark,

The following is a new  power demand index requested by Claudio Ribeiro.
Please let me know if it looks OK for the Website.

A US Power Demand Financial Swap Transaction with Enron North America Corp.,
under which the Seller is obliged to pay the Payment Amount to the Buyer
where the Floating Amount is above the Fixed Amount, or where the Buyer is
obliged to pay the Payment Amount to the Seller where the Floating Amount is
below the Fixed Amount.  The Fixed Amount is the amount in Megawatts
submitted in the "price" field by Counterparty via the Website. The Notional
Amount is the product of the quantity submitted by Counterparty via the
Website and the Pay Unit. The Payment Amount is the product of (i) the
Notional Amount and (ii) the absolute value of the difference between the
Floating Amount and the Fixed Amount.  The Payment Amount will be payable on
or before ten (10) business days after the Floating Amount for the
Determination Period is determinable.
The Determination Period is from and including the Effective Date of 04 Jun
2001 (Initial Date) to and including the Termination Date of 08 Jun 2001 (End
Date).
The Floating Amount shall be the arithmetic average of the hourly PJM loads
for Peak hours on each Delivery Day during the Determination Period. The
Floating Amount shall be calculated utilizing the hourly integrated loads
published by PJM Interconnection, LLC ("PJM") on its official web site
currently located at ftp://www.pjm.com/pub/account/loadhryr/index.html, or
any successor thereto, under the heading "PJM Hourly Load Data".
The price is quoted in US Dollars per unit of volume, which will be the
Contractual Currency.
The unit of measure against which the price is quoted shall be megawatts and
the quantity shown shall be in total MWs.
The transaction is for on-peak ("Peak") hours on each Delivery Day beginning
with the hour ending 0800 (7:00 am) and concluding with the hour ending 2300
(11:00 pm) Eastern Prevailing Time.  "Delivery Day" means a day during the
term of the transaction that is a Monday, Tuesday, Wednesday, Thursday, or
Friday, excluding any day that is a NERC holiday.
The Pay Unit is 10 USD.

Thanks,

CW
3-7533

---------------------- Forwarded by Chris Walker/HOU/ECT on 04/16/2001 10:11
AM ---------------------------
From: Claudio Ribeiro/ENRON@enronXgate on 04/12/2001 11:20 AM
To: Chris Walker/HOU/ECT@ECT, Michael Nguyen/ENRON@enronXgate
cc:
Subject: RE: NEPOOL

Chris,

the lenguage is fine for us.

Thanks,

Claudio

 -----Original Message-----
From:  Walker, Chris
Sent: Wednesday, April 11, 2001 1:06 PM
To: Nguyen, Michael; Ribeiro, Claudio
Subject: NEPOOL

Melba is out of the office for the remainder of the week and I will be taking
on her responsibilities.  Let me know if the following language is OK for the
new index:

The Floating Amount shall be the arithmetic average of the hourly loads for
Peak hours on each Delivery Day during the Calculation Period. The Floating
Amount shall be calculated utilizing the hourly integrated loads published by
ISO New England Inc. ("ISO-NE") on its official web site currently located at
http://www.iso-ne.com/Historical_Data/hourly_data/2001_hourly_data.txt, or
any successor thereto, under the heading "Load".

Thank you,

CW
3-7533

---------------------- Forwarded by Chris Walker/HOU/ECT on 04/11/2001 01:02
PM ---------------------------

  From:  Melba Lozano
    04/10/2001 03:01 PM

To: Chris Walker/HOU/ECT@ECT
cc:
Subject: NEPOOL

---------------------- Forwarded by Melba Lozano/HOU/ECT on 04/10/2001 03:01
PM ---------------------------
From: Claudio Ribeiro/ENRON@enronXgate on 04/06/2001 07:56 AM
To: Melba Lozano/HOU/ECT@ECT
cc: Michael Nguyen/ENRON@enronXgate
Subject: NEPOOL

Melba,

the web location for NEPOOL Data is (for 2001)
http://www.iso-ne.com/Historical_Data/hourly_data/2001_hourly_data.txt. The
demand data is the data on the column under the name LOAD. The formulation
for the weekly index (demand) is the same as it is in PJM.

Thanks,

Claudio


For Dec. and Jan. production there are flow volumes without a deal.  Deal
502952 was good for November.  Do you want to extend this deal or should
there be another counterparty added?

Thanks.


Cows and World Order

 A CHRISTIAN: You have two cows. You keep one and give
 one to your neighbor.

 A REPUBLICAN: You have two cows. Your neighbor has none.
 So what?

 A DEMOCRAT: You have two cows. Your neighbor has none.
 You feel guilty for being successful. You vote people
 into office who tax your cows, forcing you to sell one
 to raise money to pay the tax. The people you voted for
 then take the tax money and buy a cow and give it to
 your neighbor. You feel righteous.

 A SOCIALIST: You have two cows. The government takes one
 and gives it to your neighbor.

 A COMMUNIST: You have two cows. The government seizes
 both and provides you with milk.

 A FASCIST: You have two cows. The government seizes both
 and sells you the milk. You join the underground and
 start a campaign of sabotage.

 DEMOCRACY, AMERICAN STYLE: You have two cows. The
 government taxes you to the point you have to sell both
 to support a man in a foreign country who has only one
 cow, which was a gift from your government.

 CAPITALISM, AMERICAN STYLE: You have two cows. You sell
 one, buy a bull, and build a herd of cows.

 BUREAUCRACY, AMERICAN STYLE: You have two cows. The
 government takes them both, shoots one, milks the other,
 pays you for the milk, then pours the milk down the
 drain.

 AN AMERICAN CORPORATION: You have two cows. You sell
 one, and force the other to produce the milk of four
 cows. You are surprised when the cow drops dead.

 A FRENCH CORPORATION: You have two cows. You go on
 strike because you want three cows.

 A JAPANESE CORPORATION: You have two cows. You redesign
 them so they are one-tenth the size of an ordinary cow
 and produce twenty times the milk.

 A GERMAN CORPORATION: You have two cows. You re-engineer
 them so they live for 100 years, eat once a month, and
 milk themselves.

 AN ITALIAN CORPORATION: You have two cows, but you don't
 know where they are. You break for lunch.

 A RUSSIAN CORPORATION: You have two cows. You count them
 and learn you have five cows. You count them again and
 learn you have 42 cows. You count them again and learn
 you have 12 cows. You stop counting cows and open
 another bottle of vodka.

 A MEXICAN CORPORATION: You think you have two cows, but
 you don't know what a cow looks like. You take a nap.

 A SWISS CORPORATION: You have 5000 cows, none of which
 belongs to you. You charge for storing them for others.

 A BRAZILIAN CORPORATION: You have two cows. You enter
 into a partnership with an American corporation. Soon
 you have 1000 cows and the American corporation declares
 bankruptcy.

 AN INDIAN CORPORATION: You have two cows. You worship
 them.


Carol,

Attached are the S. 420 and HR 333 as passed, respectively, by the Senate and
the House.  As you know, the bills are prepared to go to conference, however
Senate leadership has not yet figured out how they will organize the
conference.

The language of interest to you is located in Title IX, Sec. 901(d), found on
page 292 of HR 333 and on page 307 of S. 420.

Thanks,
Larry

Chris Long
05/30/2001 12:30 PM
To: Carol St Clair/HOU/ECT@ECT, Larry Decker/NA/Enron@Enron
cc:

Subject: Re: Forward Contract Definition

Will you please forward S. 420 and H.R. 333 to Carol via e-mail.

----- Forwarded by Chris Long/Corp/Enron on 05/30/2001 12:29 PM -----

	Carol St Clair@ECT
	05/30/2001 10:04 AM

		 To: Chris Long/Corp/Enron@ENRON
		 cc:
		 Subject: Re: Forward Contract Definition

Chris:
Thanks.  I'm checking with Vicki Sharp to see if we want to do anything.
Where can  locate the latest version of the bill that would have the proposed
changes to the forward contract definition?

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com

	Chris Long@ENRON
	05/29/2001 04:52 PM

		 To: Carol St Clair/HOU/ECT@ECT
		 cc:
		 Subject: Re: Forward Contract Definition

Carol - While it never too late to suggest a change, given the political
situation I would be hesitant to offer anything more than a "clarification".
While I would not spend a huge amount of time on it, I suggest you examine if
there are any changes. Depending on what happens in the Senate (now that it
is in Democratic hands), the process can be reopened and we could have an
opportunity to offer suggested changes (or it kill the bill all together).

	Carol St Clair@ECT
	05/29/2001 02:41 PM

		 To: chris.long@enron.com
		 cc: Vicki Sharp/HOU/EES@EES, Jeffrey T Hodge/HOU/ECT@ECT, Elizabeth
Sager/HOU/ECT@ECT
		 Subject: Forward Contract Definition

Chris:
Would it be too late to suggest changes to the definition of "forward
contracts" in the Bankruptcy Code in order to improve our position with
respect to the physical supply contracts that EES enters into?  I am not sure
what chnages we would want, but was wondering if there was any opportunity to
suggest a change.  Let me know what you think.  Thanks.

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com


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Hi!

                  How is your day going?  Yesterday was better for me!  The
vote for who did better in the debate last night seems to be Gore.

                                            Love You!


In case you didn't see.
---------------------- Forwarded by Marty Sunde/HOU/EES on 12/28/2000 07:05
PM ---------------------------

Scott Stoness
12/27/2000 01:50 PM
To: Marty Sunde/HOU/EES@EES
cc:
Subject: What we would like Lay to get from Davis

Marty.  This is a summary of our message from this morning for you to send on
or discuss with Keene.  I hope this is helpful.  Scott

What's important
Give solvency to the utilities by guaranteeing no banckruptcy against the
generation assets of the utilities.  Guarantees to be recovered, if needed,
through surcharges over 10 years.  This should give the process time for
thoughtful solutions.  Ending the rate freeze now will give the utilities an
undeserved windfall (3.5b alone related to nuclear assets in year 2001).
There should be thoughtful process to determine: i) how to keep deregulation
going, ii) how existing generation assets should be used, iii) what are the
value of existing assets, iv) when is the appropriate time for customers to
be exposed to the market, and v) what kind of market structure would be
appropriate going forward.
Customers should not be dumped into the market, now or in the next year,
while it is extremely illiquid due to many errors of the utilities.
There should not be retroactive rate making (the negative ctc should be paid
until at least the rate freeze is ended)
All customers should be treated equally with respect to existing generation
assets that they paid for for the past 4-30 years.
There should be a special hearing called to debate demand side prospects (ie.
curtailment etc.)

From: Steven J Kean@ENRON on 12/26/2000 07:01 PM
To: Marty Sunde/HOU/EES@EES, Scott Stoness/HOU/EES@EES, Jeff
Dasovich/NA/Enron@Enron, Sandra McCubbin/NA/Enron@Enron, Paul
Kaufman/PDX/ECT@ECT, Richard Shapiro/NA/Enron@Enron, James D
Steffes/NA/Enron@Enron, Tim Belden/HOU/ECT@ECT, Phillip K Allen/HOU/ECT@ECT
cc:
Subject:

The Governor cancelled the meeting at the last minute.  Apparently, he was
trying to schedule a meeting with Clinton and our meeting conflicted, so we
were bumped.  We are trying to set a new time.  I will share with the
Governor's energy advisor the information and recommendations all of you
helped put together.  Thanks


Stinson,

The 1st presentation.

Vince


We have a new Park & Loan / Storage deal on National Fuel effective
6/23/2000.  National Fuel transferred 1,000,000 dth from our parking contract
to our brand new firm storage contract.  We are now long FSS and short PALS.

FSS
 We have the rights to withdraw on a firm basis up to 33,333 dth per day.
However, we need to call and get permission to withdraw more than 33,333 dth
on any given day.  Also, the withdrawal takes place at an interconnect, like
Trco-Leidy.  We do not have to ship the gas on Nat Fuel.

IAS
We give Nat Fuel the gas back on an IT basis via our IAS agreement (Nat Fuel
is still setting up the contracts).  We can give Nat Fuel the gas back at any
point we wish.  We do not have to pay back the gas at the same point we
withdraw on the FSS.  And we can pay back the gas before we withdraw it.

COST
What we will probably do most of the time is take the FSS into Trco at Leidy
and payback the IAS agreement at Niagara and Leidy.  ENA will pay Nat Fuel
1,000,000 dth x ($.125 / 3 months) or $41,666.67 per month for June, July,
and August.  This deal is over on Aug 31st.  I just entered the demand charge
on my Market East demand charge sheet.  I do not have any deals set up in
Sitara.  I need to see the contracts from Nat Fuel first.  I will keep track
of the balances on an Excel worksheet.  All commodity cost and fuel is
capured in the $.125 demand charge.  Beavy and I will make sure the payback
and withdrawal tickets are balanced in Sitara once we start flowing gas on
this deal.  If we payback 60,000 dth next week and we do not have any
withdrawals, then I will show a 60,000 dth withdrawal on 8/31/2000 just to
keep the tickets balanced.

Payback Techniques
Under the expert eye of the wonderfull, superfantastic, all-around great guy,
Dick Jenkins, I've come up with some options on paying back the gas.

Niagara - only works when Niagara is open.  Nat Fuel has been very close to
capacity this week.  However, we should always see what Martin can do with
the gas if it gets backed up into TCPL.  OR if Niagara is constrained, we can
ship the gas on our firm Nat Fuel contract then pay it back to Nat Fuel, at
today's prices that cost about $.105

Wadd - take our Tenn Z6 length into CNG via Iroq, ship it to Trco- Leidy, and
payback the gas at Leidy.  At today's prices, that cost about  $.055,
assuming we get to roll over all of our CNG fuel waivers.

Tenn -   we just need to see what type of IT rate Dan can get to ship the
Gulf to Tenn Z4 (Ellisburgh).  We can also move the Dracutt to Nat Fuel on
segmented capacity for $.145 or  move Wright to Nat Fuel for $.11.  We cannot
use the Net 284 contract on any of the Tenn / Nat Fuel interconnects.

Let me know if you have any questons.


I am familiar with one active case and one threatened litigation involving
the companies on the Investment Portfolio list.  Steel Dynamics has been sued
for securities fraud involving the NSM transaction.  Cgas has been threatened
with litigation by Jerry Jordan, the former CEO.  Jerry Jordan disagrees with
Cgas' evaluation of the stock he retained (which is subject to a buyout
provision).  We think it is worth +/- 500,000.  He thinks it is worth +/- 1.5
million.


I have a phone number on a post it note on my cabinet, just to the right of
where my computer would be if I was there.  It is a lawyers name (which of
course I can't remember), male, with a 212 or 202 phone number.  It may be
David something or other.  Could you email me that name and number?

Do you know if there is a way for me to save my emails that I have in folders?

Bet the weather is better than this in San Fran.

Kay


Shawn, go ahead and give Dave a call to discuss strategy, resources and
approach.

Regards
Delainey
---------------------- Forwarded by David W Delainey/HOU/ECT on 11/29/2000
10:04 AM ---------------------------

Shawn Cumberland@ENRON_DEVELOPMENT
11/29/2000 08:32 AM
To: David W Delainey/HOU/ECT@ECT
cc:
Subject: Re: meeting

Dave,

I'd love to get together with Dave to get to know him.

Let me know when I should contact him after you've briefed him.

Shawn

David W Delainey@ECT
11/28/2000 09:12 PM
To: Shawn Cumberland/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:

Subject: meeting

Shawn, if you are in - I would like you to work with Dave Duran on this
item.  He currently manages the ENA IPP group and the QF Restructuring Group.
I would like to manage this under Dave and your leadership.  He has created a
lot of businesses and value in ENA over the years and can help.

Let me know

Regards
Delainey
---------------------- Forwarded by David W Delainey/HOU/ECT on 11/28/2000
09:09 PM ---------------------------

Shawn Cumberland@ENRON_DEVELOPMENT
11/27/2000 04:51 PM
To: David W Delainey@ECT
cc:
Subject: meeting

Dave:

Thanks for your time and patience today.

For now, I'll park the theoretical and focus on the practical.  (we can pick
up the other topics later over beers sometime)

I completely agree that the US coal-genco business can offer a huge near-term
win for those that move swiftly.

Thanks for offering me the shot to capitalize on it.

Shawn


FYI
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 04/20/2000
06:07 PM ---------------------------

From:  Russell Diamond
     04/20/2000 12:23 PM

To: Brant Reves/HOU/ECT@ECT, Tom Moran/HOU/ECT@ECT
cc: Debbie R Brackett/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT, Veronica
Espinoza/Corp/Enron@ENRON, Susan Bailey/HOU/ECT@ECT
Subject: EOL -Enserco Energy

Brant, Tom

Enserco Energy busted on line today.  Although we are collateralized with
L/C's, our exposure is increasing due to the size of the on line volume they
have been doing.  ENA sent an ISDA draft to them a few weeks ago, with no
response.  Today I spoke to their Credit Manager, Don Perkins, and informed
him that we can not take on additional volume unless we have an executed
ISDA. He is going to review, with his legal, the contract and will get back
to me.  At this point I feel we should not take on any further transactions
until the ISDA is signed.  Please let me know your thoughts.

Russell

Please forward this e-mail on to the appropriate EOL people so they are aware
of Enserco's status.