CONFIDENTIALITY This e-mail and any attachments are confidential
and may also be privileged. If you are not the named recipient,
please notify the sender immediately and do not disclose the
contents to another person, use it for any purpose, or store
or copy the information in any medium.
----------------------------------------------------------------

Sara
?
Thank you for your email.? Our comments are as  follows:
?
1. Thank you.
?
2. We do not understand the difficulty in accepting our Rider  A which is a
standard provision in a guarantee and one which our client strongly  wishes
to include. Please would you therefore schedule a conference call with  your
corporate lawyer Clement Abrams to discuss this.? Please note that  Susan is
out of the office on Thursday.
?
3.? We agree to 10 Business Days.
?
4. We agree to there being no replacement credit  support.
?
We look forward to hearing from you.
Kind regards
Sharon Lewis and Susan Hopkinson

>>> <Sara.Shackleton@enron.com> 11/14/2000 16:06:44  >>>
Sharon & Susan:? We will send blackline shortly.?  With respect to your fax
of 11/10/00, please note the  following:

1.? continuing guaranty is fine
2.? Rider A will  require further discussion and is not acceptable
3.? 30 days is too long  and not justifiable but we are agreeable to extend
time to? 10 Business  Days
4.? Replacement credit support is not acceptable

If yous till wish to pursue unacceptable items, please advise and I will
try  to? arrange a call for you and the Enron Corp. lawyer, Clement  Abrams,
who is currently out of town.? He returns  tomorrow.

Thanks.? Sara

----------------------------------------------------------------
Lovells (the merged firm of Lovell White Durrant and
Boesebeck Droste, practising as Lovells Boesebeck Droste in
some jurisdictions) is an international law firm.

In the event of any technical difficulty with this email, please contact
the sender or the London Technology Department on +44 (0) 20 7296 2000.


There is currently a meeting set for this Thursday at 11 AM (PST) at Edison headquarters in Rosemead.

Best,
Jeff

-----Original Message-----
From: Steffes, James D.
Sent: Mon 10/29/2001 8:03 AM
To: Dasovich, Jeff; Mara, Susan; Tribolet, Michael; Mellencamp, Lisa; Curry, Wanda; Williams, Robert C.; Mike Day (E-mail)
Cc: Shapiro, Richard; Sanders, Richard B.; Sharp, Vicki
Subject: Proposed SCE Negotiation Strategy

Following last week's meeting, here is my recommendation on how to proceed with SCE.

1.      Form Enron Negotiation Team

        My recommendation is to use the same team we used with PG&E + Jeff Dasovich.  My understanding was that Lisa M. was the lead negotiator - I would not change this.  Jeff should only be there to make introductions.

2.      Meet & Confer (10/29)

        Sue Mara and Jeff Dasovich will listen and report back to everyone on what happens.

3.      Reformed Stipulation

        I would propose that we take a wait and see approach to this document.  Based on Dasovich's idea to get together with SCE on Thursday, maybe let this ride.

4.      Meeting

        My understanding is that (Jeff D. please correct) SCE can meet with us this Thursday.  Can everyone make it that needs to be there?  Probably meet in California.  We should put the laundry list on the table.

Please let me know what else we need to discuss or if anyone disagrees.

Thanks,

Jim


Attached you will find the interview packet for the above-referenced person.
The interview will happen Wednesday, March 14,   2001 .  Please print both
documents for your hard copies.  If you have any questions, or conflicts of
schedule, please do not hesitate to contact me.

Sasha Divelbiss
58714


Attached, please find a tool to help each of you deliver feedback to your employees during the  MY Review process.  We jazzed it up for you. Make sure your volume is on low.


Critical Migration Information:

1. Your scheduled Outlook Migration Date is THE EVENING OF : June 11th
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If you encounter any errors please contact the resolution center @
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---------------------- Forwarded by Vince J Kaminski/HOU/ECT on 05/12/2000
05:07 PM ---------------------------

Phelim Boyle <pboyle@uwaterloo.ca> on 05/12/2000 03:47:59 PM
To: Vince.J.Kaminski@enron.com, Amy Aldous <aaldous@watarts.uwaterloo.ca>,
pconcessi@deloitte.com, ROSS Raymond -CMMRCL OPS
<raymond.ross@ontariopowergeneration.com>
cc:
Subject: Conference May 31 on Energy Derivatives in Toronto

 Vince
Thanks again for agreeing to speak at our conference.
It is attracting considerable interest. .

Is it possible for you to send us copies of your slides by May 18 to meet our
deadline for
preparing the material.? If you have? a related paper available that covers
some of the same material that would do instead but
naturally we would prefer the slides.

I would like to mention again the?? the pre-conference dinner at
7 pm on Sunday May 30 for the speakers
We hope very much you can be present

I was also hoping you would be available for the last? session of the day to
be panel member
The provisional title? is
Managing Risk in Illiquid Markets
The chair is Pat Concessi of Deloitte and Touche
The panel last from 3.30 until 4.30 and we would like panel members should
speaker for
a few minutes and take questions from the floor.

In the meantime if you have any questions please let Amy or myself know

Sincerely
Phelim P Boyle
?

--
Phelim P Boyle
Director
Centre for Advanced Studies in Finance,
University of Waterloo,
Waterloo, Ontario
Canada N2L 3G1

Tel? 519 885 1211(6513)
Fax 519 888 7562
?


Samantha:  could you please set Josh up to talk wityh me ASAP?  Thanks.  Randy
---------------------- Forwarded by Randall L Gay/HOU/ECT on 12/22/99 01:08
PM ---------------------------

"Chapa, Josh" <josh.chapa@et.pge.com> on 12/22/99 11:46:19 AM
To: Randall L Gay/HOU/ECT@ECT
cc:
Subject:

Hey Ray,

 I was hoping we could probably get together after the holiday's.
 Please give me a call when you would like to meet again.
 My number is 713-371-7500.

 Thanks!

 <<Current Resume 1998.doc>>

PG&E Energy Trading and any other company referenced herein which uses the
PG&E name or logo are not the same company as Pacific Gas and Electric
Company, the California utility.  These companies are not regulated by the
California Public Utilities Commission, and customers do not have to buy
products from these companies in order to continue to receive quality
regulated services from the utility.
 - Current Resume 1998.doc


Andy,

As a follow-up to our phone conversation, True Quote is in the process of
obtaining an equity bridge in the range of $1 to $2 million.  True Quote's
current cash position is tight and we need to complete this process within
the next two/three weeks.    Due to the current state of the capital
markets, management feels it is prudent to solicit a small bridge amount.
Once "traction" (EOL link complete, TQTS deal complete, etc..) is obtained,
we will continue to solicit larger equity investments from strategic
partners and the investment community.

I would be glad to discuss the current state of affairs in more detail and
provide the appropriate information if you are interested in pursuing this
opportunity.

Regards,
Todd A. Creek
p.502-212-4902
f. 502-212-4907
todd.creek@truequote.com


Could this be an alternative to our recording issue?
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 01/31/2000
08:53 AM ---------------------------

Richard B Sanders
01/31/2000 04:59 AM
To: Sara Shackleton/HOU/ECT@ECT
cc:
Subject: Re: Admissability of tapes into evidence

In theory, there may be some jurisdictions that do not allow tapes to be
admissable because of issues other than relevance--such as authenticity. It
is hard to know the Evidence Rules of every jurisdiction. I would suggest the
following language:

The parties to this Agreement agree that any such recording are admissable in
any legal proceeding for any matters relevant to the Agreement, except for
those recordings that violate the Parole Evidence Rule of the applicable
jurisdiction.


-----Original Message-----
From: 	Pehlivanova, Biliana
Sent:	Monday, November 12, 2001 10:54 AM
To:	Rohmer, Gisselle; Beylin, Anya; Marolo, Massimo; Velez, Luis; Ramirez, Jose A; Guzman, Julio; Lombard-Benito, Giselle; Mills, Bruce; Kulic, Sladana-Anna; Cardenas, Catalina; Gupta, Gautam; Khandker, Dayem; Gandhi, Sachin
Subject:	FW: Highlights from this morning's ENE/DYN analyst conference call

 -----Original Message-----
From: 	Tucker, Patrick
Sent:	Monday, November 12, 2001 10:25 AM
To:	Pollan, Sylvia S.; Culotta, Lindsay; Murrell, Russell E; Plachy, Denver; Cuilla, Martin; Storey, Geoff; Yawapongsiri, Virawan; Mahmassani, Souad; Donohoe, Tom; Ruscitti, Kevin; Shively, Hunter S.; Lewis, Andrew H.; Giron, Darron C.; Frihart, Bryant; Tucker, Patrick; Roberts, Linda; Luce, Laura; Hogan, Irena D.; Vickers, Frank; Williams, Jason (Trading); Mims, Patrice L.; Simpson, James; Hodge, John; Keavey, Peter F.; Mckay, Brad; Mckay, Jonathan; Pereira, Susan W.; Pimenov, Vladi; Ring, Andrea; Savvas, Leonidas; Townsend, Judy; Versen, Victoria; Barbe, Robin; Concannon, Ruth; Goodell, Scott; Jones, David; Kaiser, Jared; Loving, Scott; Bates, Kimberly; Muhl, Gil; Smith, Maureen; Smith, Shauywn; Taylor, Craig; Willis, Jim
Subject:	Highlights from this morning's ENE/DYN analyst conference call

Listened in on the analyst call this morning.  Here are my notes.  Did not yet have a chance to organize them, so they're simply in chronological order.

The call began with Watson, Bergstrom, and Whalley reading from prepared statements.  Watson spoke for c. 10 minutes, Bergstrom for 5, and Whalley spoke for perhaps 30 seconds.  Dynegy management was noticeably in control of the call.  Enron executives spoke when questions were directed to them.

Specific points:
EES will be a part of the new company.
Enron assets will be revalued at closing.
The investment in Northern Natural takes the form of convertible preferred.  If the merger does not go through, Dynegy has the right to acquire Northern for 'very little' additional consideration.  If DYN terminates the merger and ENE 'has sufficient liquidity', ENE has right to repurchase the convertible preferred.
Debt/equity of combined company expected to be <45%.
Both companies will remain on RatingsWatch negative.
ChevronTexaco will hold 169MM shares out of a total 650MM shares of the post-merger entity.
Watson reiterates that going forward, the new entity will be run with a focus on transparent and clear financial structure and disclosure, with a significant reduction in on- and off-balance-sheet leverage.
In what was termed a "new approach", the new entity will be run with a focus on cash flow rather than earnings.
Rumors that Dynegy did the deal because of an unhedged exposure to Enron are not true.  Dynegy owed Enron <$50MM.
Lay says that Enron had other options, 'particularly financial'.
All of the discussion and activity has taken place over the last two weeks.
Lay acknowledges that the number for exposure to securities lawsuits may be 'pretty big', but that the companies feel they're able to appropriately value this exposure.
Lay says we have nothing else to hide, but internal investigation still under way.
Lay:  had the SPEs been capitalized with perhaps $30MM more of risk capital, there would have been no question that they would have qualified for off-balance-sheet treatment and there would have been no need to restate earnings last week to reflect consolidation of the SPEs.
Dynegy says that 'several' internal investigations continue at Enron, and thus DYN/ENE cannot say with certainty that there's absolutely nothing else out there.
Doty (Dynegy CFO) says that late last week, ENE had 'close to a billion' in cash.
Osprey will be unwound late next summer. Marlin will be unwound after closing.
Many of the off-balance-sheet structures, including the credit-linked notes, are expected to be unwound/redeemed or at least significantly reduced prior to closing.
With regard to ENE asset dispositions, these will be accelerated to the extent possible.  However, Doty says that 'our backs are not against the wall', and the company will continue to focus on getting value for its assets as well as cash.
ENE will renew its 364-day facility (believe this is the $3Bn facility that we drew down a couple of weeks ago) within the next 6-8 weeks.
BBB-flat most likely rating for combined entity, according to initial comments from ratings agencies.
McMahon says 'no comment' to WSJ article indicating that ENE's banks are preparing to make an equity infusion into ENE in the next few weeks.
Consolidation of trading activity: Mid- and back-office consolidation will see substantial progress prior to closing, such that only the front office / trading books will need to be combined at closing.  EES, NNG and TW have no real overlap with existing DYN activity, so there won't be much integration work required there.  The big integration effort will be ENA.
Watson says that the 'creative financing' surrounded non-core assets.  Doty adds that, 'frankly', DYN assigned zero economic value to non-core businesses in their valuation model.  They bracketed the maximum expected exposure from the non-core assets/businesses and left it at that.
Watson mentions that DYN would not have gotten involved with Enron had they not been approached by 'Enron's top three executives', who said that they thought a combination with Dynegy made the most strategic sense for both companies.  Says that their approach evidenced a  willingness to work with DYN to integrate the two companies that made a big difference in Dynegy's deliberations on proceeding with the merger.
Watson/Doty said that they're NOT 100% sure that no surprises remain in Enron's books--but that the risk/reward offered by the combination was compelling.
The deal does have material-adverse-change outs for Dynegy, covering any MAC regarding Enron's assets or businesses.  Dynegy's lawyers indicated that the MAC language was a 'blunt instrument' under which it would be difficult to bring a case, so Dynegy inserted a specific paragraph that gives Dynegy the right to terminate the merger if the Enron's total legal liability (from any source or cause of action) tops $3.5Bn prior to closing.
McMahon adds that there 'could' be more restatements, but he 'does not expect' there to be more restatements.
ENE international hard assets definitely on the asset disposition list.
The merger structure calls for a new entity to take over Enron.
Enron is planning to hold an Enron-specific conference call in the next few days, tentatively scheduled for Wednesday.
Initial reaction of ratings agencies 'very positive' to combined entities.
McMahon acknowledges that Enron would have had to have an additional equity infusion prior to year-end, had the merger not materialized.
Dynegy's earnings guidance places Enron-related earnings accretion at $0.90-0.95, which represents a '25% haircut' to Enron internal estimates.  Doty says that this is all operating earnings--figure does not include any amounts from expected synergies.
Doty says that both Enron and Dynegy's books, as far as he understands, are relatively short-term in weight, and this will continue to be the weighting of the new entity.  Says a 'very very substantial' portion of future trading earnings will be expected to be cash.
ChevronTexaco's investment in Dynegy was calculated at a 5% discount to public prices on the date of negotiation (not disclosed).  Given the runup in Dynegy stock last week, ChevronTexaco's investment is now at a 'more substantial' discount to market prices.  ChevronTexaco has provision to get 'different prices at closing if those prices are substantially better'.  (No further clarification given).
Whalley believes that 'we'll retain' the Enron traders and marketers. They're used to being part of a winning team, and the combined entity will definitely be a winner.  They have talked with most of the Enron business leaders, and they are 'very excited' by the combination.  They will be working with the Enron business leaders to ensure talent is retained.  Whalley was asked if there will be any key employee retention provisions.  He says that 'to the extent necessary, yes.'
Watson says that the trading strategy of the combined entity will be a combination of DYN and ENE--there will be more of an asset-backed trading focus, but by the same token the new Dynegy will be involved in much more financial market-making trading than the Dynegy of today.
Watson says that if there were to be any change in culture, he's a strong team player.  He does not want to see an individual do well if the company or division does not do well.

Patrick Tucker


I spoke with Ed and we should use ENA's standard setoff language.  Please let
me review your draft today before you email.  Sara

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


Dale,

Has GE initialled all the pages of the break out contract?  If so, it would
be very helpful if you could ship me the originals.  That way, we only have
to change the names, which will make it easier for Lee when we have to ask
him to sign.  Also, has someone from the Enron side initialled all the
pages?  That helps, too!

Kay


-----Original Message-----
From: 	Kaiser, Jared
Sent:	Friday, January 11, 2002 8:50 AM
To:	Loving, Scott; Dinari, Sabra L.; Taylor, Craig; Goodell, Scott; Townsend, Judy; Germany, Chris; Boyt, Eric; Vickers, Frank
Subject:


At one point, we considered using a bill management agreement for Consolidated Container. I worked on this with Erin Stus. We came up with a draft that I was fairly happy with and it should be the latest draft under my Consolidated Container file on the j drive. If you can't find it there, give Erin a call. She should still have a copy.

 -----Original Message-----
From: 	Culver, Deborah
Sent:	Monday, November 19, 2001 10:32 AM
To:	Rapp, Bill
Subject:	Bill Management

Were you working on a Bill Management Agreement form that was final or near final?


Hello Eric Saibi,

 This is an automated email delivery.  The following info is for
 tracking purposes only:

 Transaction: 0000201537
 Fulfillment: 00203618*00002
 Location   : 00006

 Industrial Information Resources, Inc.
 Customer Service Department
 (713) 783-5147

 - OUTAGE.dbf


Look at who,s doing Visionary Keynotes.

?

-----Original Message-----
From: Seybold Seminars [mailto:SeyboldSeminars@events.key3media.com]
Sent: Tuesday, March 13, 2001 10:28 AM
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You should reply ASAP. Don't make Peters and Co. wait.

Chris


Bad development.  We are trying to get Steve an appointment with Smith next
Tuesday.
----- Forwarded by Linda Robertson/NA/Enron on 03/15/2001 03:51 PM -----

	Allison Navin
	03/15/2001 03:46 PM

		 To: Linda Robertson/NA/Enron@ENRON
		 cc:
		 Subject: Senators Dianne Feinstein and Gordon Smith Announce Partnership in
Response to the Western Energy Crisis

Senators Dianne Feinstein and Gordon Smith
Announce Partnership in Response to the Western Energy Crisis
March 15, 2001
Washington, DC - Senators Dianne Feinstein (D-CA) and Gordon Smith (R-OR)
today announced an agreement to introduce bipartisan legislation to restore
stability and reliability to the Western energy market by directing the
Federal Energy Regulatory Commission (FERC) to impose a temporary &just and
reasonable8 wholesale rate cap or cost-of-service based rates.
The legislation will also require the states involved in this effort to pass
on the cost of the electricity to retail customers. However, the states would
be able to determine how and when this would be done. In other words,
California could choose to use tiered-pricing, real-time pricing or set a
baseline rate above which prices would be passed through.
&We now have a piece of legislation that can fix the broken electricity
market and provide a period of reliability and stability in wholesale energy
costs,8 Senator Feinstein said.
&FERC has found the wholesale prices being charged in California to be unjust
and unreasonable. This legislation essentially will mandate that once FERC
makes such a finding, the agency will carry out its regulatory role. This is
a $175 million a year agency. It is there to regulate the energy marketplace,
and it should. What the Federal government can do is to provide a period of
reliability and stability at a time of crisis. Unfortunately FERC has refused
to do so.8
&California,s broken electricity market is a result of a flawed 1996
California law that deregulated wholesale costs, but left in place caps on
retail prices. This was coupled with a requirement that the utilities divest
themselves of their generating capacity and buy most of their electricity on
the spot market, where prices have escalated dramatically. In hindsight all
of this came together in a catastrophic scenario, so that today, California
buys electricity at astronomical prices. We believe that FERC needs to act to
help restore reasonable costs and stability to this marketplace.8
&Additionally, this agreement addresses the escalation of natural gas
transportation costs. Last February, FERC began a two-year experiment to lift
the cap on these costs and since that time we have seen the price of natural
gas climb 400 percent higher in Southern California.8 Senator Feinstein
added.
Specifically, the compromise legislation would accomplish the following goals:
Directs FERC to impose a just and reasonable wholesale rate cap, which can be
load-differentiated based on supply and demand, or cost-of-service-based
rates in the Western energy market (Western Systems Coordinating Council,
including Arizona, California, Colorado, Idaho, Montana, Nevada, New Mexico,
Oregon, Utah, Washington, and Wyoming.)
Addresses the issue of high natural gas transmission costs by reimposing FERC
tariffs for natural gas transportation into California (FERC Order 637) and
requiring natural gas sellers to declare separately the transportation and
commodity components of the bundled rate for gray market transactions.
Stipulates that the wholesale price cap or cost-of-service based rate will
not apply to wholesale sales for delivery in a state that imposes a price
limit on the sale of electric energy at retail that: precludes a regulated
utility from recovering costs under the price cap or on a cost-of service
based rate; or precludes a regulated utility from paying its bills.
Establishes that the rate-making body of a state can determine how and when
the wholesale rates will be passed on to ratepayers, including the setting of
tiered pricing, real time pricing, and baseline rates. (With respect to the
Bonneville Power Administration, BPA will be encouraged to seek to reduce
rate spikes to economically distressed communities, while ensuring costs are
recovered by the end of the next contract period in 2006.)
Directs that after the date of enactment, utilities cannot be ordered to sell
electricity or natural gas into a state without a determination by the
Federal Energy Regulatory Commission that the seller will be paid.
Directs that in the event that a state in the Western energy market does not
meet the criteria described in this agreement, state public utilities
commissions in the Western energy market can ensure that regulated utilities
within their jurisdiction meet demand for electric energy in the utility,s
service area before making sales into any such state.
Establishes that the wholesale rate cap or cost-of-service based rates shall
remain in effect until such time as the market for electric energy in the
western energy market reflects just and reasonable rates, as determined by
the Commission or until March 1, 2003, whichever is earlier.


Congrats on your promotion.  You are very deserving!

Peggy


Kate,
I received and index trade into NP15 that Chris Mallory did. For Price the
confirmations states:

The average day ahead, post congestion price for the Constrained Price as
published by the California Power Exchange for the on in the period of
delivery stated herein plus 3.00.

Is this language o.k. to accept on the confirmation.

Thanks,

Kimberly Indelicato
33031


Tana:
Per my voice mail, Luannne Giessen's phone number is 212-902-0580.
Carol


Yes, I will be there.  Is the trainer supposed to come tonight??

Susan

 -----Original Message-----
From: 	"Terry Lester" <tlester@firstunion1.com>@ENRON
Sent:	Monday, November 05, 2001 12:46 PM
To:	Pereira, Susan W.
Subject:	tonights practice

Susan,

I've been requested to attend a meeting with our girls U-15 trainer and some prospective players for tonight at 7:30.  I was just wondering if you would be coming to practice, and if you could cover for me.

Terry Lester


The NNG/TW 4th Qtr. Forecast Review with the Officers has been rescheduled
from Thursday, Dec. 7th to:

    Date: Friday, December 8th
                  Place: EB-49C2
    Time: 1:30 - 2:30 pm

If you have any questions please call me at x31437.  Thanks!


here is the email i received from questar

questar regulated services company
180 east 100 south
p.o. box 45360
salt lake city, ut  84145-0360

please put it to the attention of gaylen haag for now.  the signature line is
blank for now.

thanks,

jamie
---------------------- Forwarded by Jamie Ginsberg/Corp/Enron on 06/12/2000
04:25 PM ---------------------------

"Gaylen Haag" <GaylenH@questar.com> on 06/12/2000 03:25:33 PM
To: Jamie.Ginsberg@enron.com
cc:

Subject: Re: thank you

Jamie,
Thank you for coming by.  I actually had a conversation with JC this morning
regarding electrical compression.  I have an idea I am working on and I was
wondering if I gave you horsepower requirements and assumed  distances from
high voltage power lines for 4 compression stations along a pipeline.  Would
it be a big deal for you to get me some estimated rates?
Again,  this is only an idea right now so I don't want you spinning your
wheels if it takes a lot of work.  But, I thought if you just had a couple of
spreadsheets that you needed to fill in some blanks on, maybe you could do it?
Also, the total horsepower requirements are on the order of 13,755 hp in 4
stations.  So if your minimum is 9,000 hp per station we can't hit that, but
if it is a 9,000 hp min. on a project as a whole then it might amount to
something.
Thanks,
Gaylen

>>> <Jamie.Ginsberg@enron.com> 06/12/00 11:44AM >>>
Shelley,

Thank you for your time last week.  I enjoyed meeting with you and your
colleagues to discuss electric motor compression and its applications for
the Questar system.  As I was walking out of the building, JC and I had a
couple of minutes to chat and he told me that he would give me a call
sometime in the next couple of weeks to discuss some projects that Questar
may be considering in the near future.

I am looking forward to exploring opportunities with you.

If you have any questions, or need any further information from me, please
do not hesitate to call.

Best regards,

Jamie Ginsberg
Manager
Enron Compression Services
713.853.5696


Sally,

Here is the Performance Tracking Report in electronic form. Let me know if
you have any questions.

Regards
Frank


Daren,

I'm trying to put together the 2001 Operating Budget for the plant.  I need a
conservative forecast, per month, of the price that could be obtained by
selling our excess volumes.

Thanks.