Approved.  Pls Process.  Thanks.  Sally Beck

---------------------- Forwarded by Sally Beck/HOU/ECT on 12/17/99 08:18 AM
---------------------------

	Enron North America Corp.

	From:  Lynn Tippery                           12/15/99 04:23 PM

To: Sally Beck/HOU/ECT@ECT
cc: Gretel Smith/HOU/ECT@ECT, D Todd Hall/HOU/ECT@ECT
Subject: T. Hall Final 1999 Exp Rpt

Hi Sally
Would you pls review, approve and forward the attached expense report to
"Expense Report".   I will put the back-up in mail to A/P.

The flame on the msg is because this is the last day to get in 1999 expenses
to Acctg!
Thank you!
 Lynn


All of these deals are yours except the last one.
PL

---------------------- Forwarded by Phillip M Love/HOU/ECT on 02/26/2001
10:59 AM ---------------------------

Julie Meyers
02/26/2001 10:52 AM
To: Phillip M Love/HOU/ECT@ECT
cc:
Subject: DEALS

Should the following deals be in TAGG

636598
636608
636612
636618
636620
636624
636953

Let me know.


Because of scheduling conflicts, we will move the TW/NNG Projects meeting to Tuesday, October 30th, 10:00 - 11:00a in ECN-1336.

Please adjust your calendars accordingly.

adr

Audrey D. Robertson
Transwestern Pipeline Company
email address:  audrey.robertson@enron.com
(713) 853-5849
(713) 646-2551 Fax

 -----Original Message-----
From: 	Robertson, Audrey
Sent:	Monday, October 22, 2001 10:19 AM
To:	Harris, Steven; Watson, Kimberly; Stage, Michael G.; Herber, Stephen; Burleson, Bob; Donoho, Lindy
Cc:	Robertson, Audrey; Wehring, Linda
Subject:	TW/NNG Projects

Please be informed, a meeting has been scheduled to meet on TW & NNG Projects.  Please mark your calendars to reflect:

		Friday, October 26, 1:00 - 2:00p in ECN - 1336

Thanks in advance,

adr

Audrey D. Robertson
Transwestern Pipeline Company
email address:  audrey.robertson@enron.com
(713) 853-5849
(713) 646-2551 Fax


Dear Real-Timers,

We are having the same problem with Montana Power's checkout as we had last
month: the volume of disputes is overwhelming!!

I have looked at the Inc sheets and found that EnPower matches the Inc.
sheets.
But in fairness to MPC's disputes, last month when I trusted the Inc sheets,
and I pulled the tapes, I found that our Inc. sheets were wrong in a number
of places.

Mike and I are doing the March 2001 checkout and are having trouble finding
your logs, your notebooks, or any information regarding the dates in question.

I am listing below the dates and HE that we are having disputes for.  Please
look at your logs and let me know the MW value, price, and who you spoke to
at MPC at what time.  Please do not give me what the Inc sheets say, as Mike
and I have already looked at them.

I expect an answer from each of you ASAP.

3/01/01  Meyers / Guzman   HE 1 (sold to WESCO) HE 4 (sold to PowerEx)
3/02/01  Causholli/Salisbury (sent to Holden) HE 8 (sold to Sempra)
3/06/01  Meyers/Salisbury & Solberg/Harasin  HE 13 ( 2 deals ) HE 21 (sold to
Snohomish)
3/08/01  Meyers/Harasin   HE 1 (sold to Sempra) HE 2 (sold to Sempra)
3/10/01  Causholli/Solberg & Slinger/Guzman  HE 7 (not in INC, but in
EnPower)    HE 8 ( sold to Powerex)   HE 15 (slod to PSPL)
3/11/01  Meyers/Guzman   HE 8 (sold to PowerEx)  HE 9 (sold to PowerEx)
3/13/01  Causholli/Porter   HE 9 (sold to WESCO)
3/14/01  Salisbury/Meyers/Linder  HE 2 (2 deals)
3/16/01  Salisbury/Porter & Causholli HE 4 (sold to SCL)  HE 20 (sold to PSPL)
3/21/01   Porter/Guzman   HE 6 (not in Inc)
3/23/01  Meyers/Linder   HE 13 (sold to WESCO)
3/28/01  Salisbury/Slinger & Dean  HE 5 (sold to PSPL)

As you can see, the number of dusputes is too large.  Please respond as soon
as possible so that we can chack out this week.  MPC is calling me every day.

Thanks for your help,

Virginia


I just wrote this little satire today. Can you suggest someplace that might
print it? I hope you enjoy it.

My Goshdarn Grinch, or How The Grinch Stole Christmas Yet Again

I woke up today
and what could it be
That caused such wildness
to come over me?

The day of the Grinch
Had arrived in our midst!
For 100 million dollars,
It should be a cinch!

The children awoke
And went to their folks.
&Mommy! Daddy! Show me the way!
We,ve waited so long! Not another day!8

Line upon line formed in the town
There was nowhere else in town to be found!

The theatres were packed
With red licorice and blue snacks.
And purple sanudes
Who had come from the moon.

Even those thneeds
Had come from the reeds
To fill the back rows
And demand for the show.

The lights went down
There was hardly a sound
Not a creature was stirring
Not even a thnowd.

The projector clicked and it sputtered!
And everyone shuddered as smoke filled the room.
But it started to tick
and then it went Zoom!

The film was beginning
Finally it was here.
How the Grinch Stole Christmas!
The movie of the year!

But soon it became disturbingly clear
As everyone covered their offended ears
Hollywood had written
Check after check
To fill reel after reel
Of such hideous content,
Was it really a deal?
This could not be what they meant!

Get the Titanic
To rise from the depths.
For the price tag of that
even Leonardo could act!

Poor Mr. Carrey painted in green
Overacting each line
and waving a sign,
&Look! Oh Look! I,m so awful and mean!8

The children turned to each other and wondered,
&How much money did he make for this blunder?8
20 million dollars! They started to laugh!
Who would pay for such horrible crap?

They got on their seats
and yelled to the beach,
&Let,s make our faces rubber and splutter
Lines made of blubber!8

&Christmas? There,s no meaning in that.
What we should do is all go and act!8
Or direct! All we need,s a paycheck!8
They said as they slapped Ron Howard,s back.

So they went to their rooms
And they looked in their mirrors,
And became self-consumed
Anything for effect, that,s the aesthetic!

The Holidays passed without even a laugh.
The presents unopened, the trees untrimmed,
The Grinch who stole Christmas
Had struck once again.

The parents all gathered
To discuss this conundrum,
To lift the spell from the town
That commercialism had sundered.

They thought and they thought
They even drank a darn lot
&Wait, I,ve got it!8
yelled one tall fop.

&They have been wronged
These children of ours!
Let,s show them the book!
Dr. Seuss was no crook!8

It was the Cat in the Hat
Who had spoken like that!

So the town came together
And there was only the sound
Of &How The Grinch Stole Christmas8
And my oh my! How did it resound!

All the children they danced
and they began to chant,
&Commercialism isn,t Christmas at all
Generosity and love, that,s our call!8

So The Grinch Who Stole Christmas
Was a movie for a time
That caused much irony and pain for our kind
But now it,s the book
It,s the book that we read
Not some 100 million dollar Hollywood sneeze.

_________________________________________________________________________
Get Your Private, Free E-mail from MSN Hotmail at http://www.hotmail.com.

Share information about yourself, create your own public profile at
http://profiles.msn.com.


-----Original Message-----
From: Nicolay, Christi L.
Sent: Monday, October 22, 2001 1:26 PM
To: Kitchen, Louise; Dietrich, Janet; Delainey, David; SMITH, Douglas; Lavorato, John; Black, Don; Forster, David; Duran, W. David; Belden, Tim; Calger, Christopher F.; Foster, Chris H.; Black, Tamara Jae; Aucoin, Berney C. ; Furrow, Dale; Meyn, Jim; Harvey, Claudette; Presto, Kevin M.; Jacoby, Ben
Subject: FW: RTO Week -- Summary of Standards and Practices Panel

FYI.

TJ and Claudette--Please forward to your groups.  Thanks.
-----Original Message-----
From: Rodriquez, Andy
Sent: Thursday, October 18, 2001 4:46 PM

Standardizing Markets, Business, and Other Practices <?xml:namespace prefix = o ns = "urn:schemas-microsoft-com:office:office" />

Panelists for this discussion were:  Sarah Barpoulis, PG&E National Energy Group; William P. Boswell, GISB; Bill Burkes (substituting for David J. Christiano), City Utilities of Springfield, Missouri; David N. Cook, NERC General Counsel; Michael Kormos PJM Interconnection; LeRoy Koppendrayer, Minnesota Public Utilities Commission; and Marty Mennes, Florida Power & Light Company.

 General Observations

 The Commissioners were all present the majority of the time (Massey left late in the  afternoon).  FERC Staff was active in the discussion; however, the commissioners were very active as well, asking perhaps as much as 70% of all questions.  There was a general consensus that standards were needed; much discussion focused simply on how much and by who. The Commission seemed very interested in leaning what they needed to do to move the industry forward and how far they needed to go.  Panelists urged the need to mover forward as quickly as possible, but both they and FERC seemed to recognize that some of the issues regarding standardized market design and such needed to be addressed before RTOs could really begin to move forward.  There was discussion on identifying which industry group (NERC or GISB) would take the reins in the future.  On an interesting tangential note, there was noticeable conflict between NERC and GISB, with veiled insults between the two organizations somewhat common during the discussions.

 FERC Deliverables

A great deal of the discussions focused on identifying what the industry needed from the Commission.  Staffers probed all panelists to find what they felt was critical.

The first major topic was "How many RTOs?  What is their scope?"  All panelists seemed to agree that this question needed to be answered immediately by FERC, in strong definitive language.  N o one offered any specific language, but seemed to be urging FERC to issue a formal statement.

The next topic was, "What will be standard market design?"  Panelists varied on this, but most felt strong guidance from FERC is urgent.  Some urged for one mandatory design for North America, one supported a set of rigid standard designs, one supported a single design with requests for exceptions (followed by an in-depth review process), and one seemed to prefer the current situation.

The commission in general seemed to be very interested in understanding what the industry needed to move forward.  They continually visited this topic throughout their discussions, asking questions like, "Do we need to issue a Mega-Order that addresses all these issues?" and, "How much detail do you need us to provide?"   General feel from the panelsists seemed to be they wanted strong leadership in this areas.  Kormos and Burkes went so far as to say FERC should "Mandate as much as they felt comfortable - and then go a little further."  Others seemed to be a little worried about this idea, but in general did not oppose the concept, citing only general warnings and the need for cautious investigation.

One item of interest: Wood referred to the filing made by the Electronic Scheduling Collaborative and specifically asked if the items identified in the "RTO Design and RTO Implementation" section would address many of the questions and uncertainty facing the industry with regard to RTO design.  Kormos indicated that clear and specific answers to these questions specifying a course of action would go a long way toward guiding the industry.  The section to which Wood referred was one that I wrote, and asked the following questions:

?         Congestion Management - When Operational Security Violations occur, how is the system to be stabilized in a fair and equitable manner that is nonetheless efficient?  Will LMP based systems be standard, or will there be others that must be accommodated?

?         Transmission Service  - Are transmission services required to schedule ("covered" schedules only), or are they risk management tools protecting from congestion charges (both "covered" and "uncovered" schedules are allowed)?

?         Loop Flows  - Are contract-path based or flow-based transmission services appropriate?  If contract-path based, how are parallel path issues to be addressed?

?         Grandfathered Transmission Service - Should contracts existing prior to RTO development be transferred, or is there an equitable way to retire those contracts?  Are there other solutions?

?         Energy Imbalance Markets - How are imbalance markets to function? Will they serve as real-time energy markets (support unbalanced schedules), be limited to supplying needs of imbalance service (require balanced schedules), or will they be required at all?

?         Ancillary Services - Will ancillary service markets be developed in standard ways?  Will entities be required to actually schedule ancillary services (required to schedule), or will they be treated primarily as financial instruments (protecting against real-time POLR charges)?

?         Losses - Can we utilize the imbalance markets to support losses?  Can we create specific loss standards that facilitate the scheduling process, or must we support methods that are currently in tariffs, but technically unwieldy?

?         Non-Jurisdictionals - How are non-jurisdictionals to be integrated into the new world?  Should systems be designed with the assumption that non-jurisdictional will be part of an RTO?  Or should they be designed to treat each NJE as a separate entity?

Hopefully, FERC will use this section as a template to answer these critical questions in an assertive manner, and give some solid direction in which to move. Kormos emphasized the need for concrete answers to these questions, pointing out that vague answers (i.e., "do congestion management") will take a year or two to resolve, but specific answers (i.e., "LMP with financial hedging instruments") will take only months.  The Commission asked Mike about moving forward, and he told them that effectively, it was impossible to move forward with implementation without getting these issues addressed.

Now for a  funny point - One of the commissioners (I think Breathitt) referred to some concerns expressed in the Northwest that their high concentration of hydro power makes LMP inefficient for the Northwest.  Kormos flat out said, "My profession is understanding how power systems work, and I don't believe that that statement is true."  He then backpedaled a bit and said that it would need more study, but he stood by his statement that the assertion by the Northwest interests was false.

NERC and GISB

A great deal of discussion focused around the need for a single standard-setting organization.  Massey went so far as to ask, "Are we looking at a beauty contest between NERC and GISB?"  Cook and Boswell then went into several short polite jabs at each other's organizations.  Other participants continually reiterated the need for ONE, INDEPENDENT organization.  Interestingly, Boswell was very emphatic about the established trust and respect in GISB, while Cook preferred to only talk about the "new" structure of NERC and did not focus on its history.

Brownell offered some not-too-subtle passive support of GISB by pointedly asking both Cook and Boswell if they lobbied political positions (i.e., were they not only an organization but also a stakeholder?).  GISB was easily able to say they were not, but NERC of course had to admit to their romancing of Congress and the Bush administration for reliability legislation. Point, Brownell.

Mennes acted as somewhat of a supporter for NERC, playing Dave Cook's yes-man.  He probably did them a little bit of harm by pointing to NERC's supposed "successes," such as TLR and E-Tag.  If staffers have tenure, they will likely remember that these "successes" have not been so successful, resulting in several filings and interventions.  We may also wish to file comments in specific objection to these claims, to refresh their memory and to show the pretty picture Marty painted was in fact a fiction.

There was a little discussion about splitting reliability and market issues, but general consensus was that I could not be done.  There was also some talk of folding NERC under GISB/EISB.

The arguments began winding down after a some time, and Boswell strongly urged the Commission to speak to industry executives and advocacy group leadership to see whether NERC or GISB should lead the industry forward.  NERC somewhat less enthusiastically supported this position.  In general, I would say it was a close fight but GISB came out more on top.

Let me know if you have any questions.

Andy Rodriquez
Regulatory Affairs - Enron Corp.
andy.rodriquez@enron.com
713-345-3771


Bob Shults is scheduled to be in Atlanta, GA on the 17th of March and would
like to reschedule the "customer profiling meeting", to Friday, March 24th at
1:30 p.m., location to be announced.  If you are unable to attend please let
me know.

Lydia
3-9975


CALENDAR ENTRY:	APPOINTMENT

Description:
	Jodie/Des Moines Team

Date:		5/23/2001
Time:		3:30 PM - 4:00 PM (Central Standard Time)

Chairperson:	Outlook Migration Team

Detailed Description:


---------------------- Forwarded by Vince J Kaminski/HOU/ECT on 05/23/2000
06:38 PM ---------------------------

Vince J Kaminski
05/23/2000 06:26 PM
To: Vince J Kaminski/HOU/ECT@ECT
cc:
Subject: address

---------------------- Forwarded by Vince J Kaminski/HOU/ECT on 05/23/2000
06:28 PM ---------------------------

Keith Alan Baggerly <kabagg@stat.rice.edu>@stat.rice.edu on 05/23/2000
09:46:41 AM
Sent by: kabagg@stat.rice.edu
To: Vince.J.Kaminski@enron.com
cc:
Subject: address

Vince,

thanks for chatting with me yesterday! Just a brief note
about info we talked about that I would find useful:
a) your papers
b) the latest version of Managing Energy Price Risk
c) data

thanks!
Keith

my address is:

Keith Baggerly
4038 Drummond
Houston, TX 77025


BUSINESS HIGHLIGHTS

Weather Group

Let,s give a big round of applause to the Weather Team!  Environmental
Finance Magazine ranked the weather group #1 in Online Services and #1 Dealer
in the United States and Europe.  Gary Taylor, manager in weather trading,
comments, "The "Best Dealer" award reflects our counterparties' appreciation
for the significant effort we have made to drive the growth of our market by
making two-sided markets where other companies are only willing to quote
either a bid or an offer.  This award also reflects the innovative nature of
everyone on our desk, and their ability to price non-standard structures for
our customers.  It is truly a team award.  The "Best Online Dealer" award is
simply another testament to the unparalleled success of EnronOnline.  By
providing tight, two-way markets online, we have provided two critical
elements to generate growth in our market: 1) an element of price discovery,
and 2) a quick and easy way to transact."

The Weather Risk Management group launched a new product this week:  Power
Demand swaps.  These contracts use power demand as an index and allow power
market participants (generators, btu distributors, marketers, etc...) to
mitigate volumetric exposures.  The first contract the desk offered is for
the PJM power pool.  On EnronOnline, weekly swaps are available and the desk
has placed option contracts on this index in the broker market.  Inquiries
regarding this product should be directed to Claudio Ribeiro (product
manager) x37313, Gary Taylor x31511, or Valter Stoiani x36906.

Competitive Analysis and Business Controls
eSource, Enron's premier corporate-wide research group, launched their new
intranet product, eSearch, on December 1, 2000.  eSource's team of
specialized researchers have created a web site to bring information and
research to every employee's desktop.  The eSearch web site offers many links
to information resources, access to research databases, specialized searches,
sites to purchase books, articles, and reports, and training.  Employees can
use the web site to conduct their own research or as a vehicle to submit
research requests.  eSource's researchers and industry specialists are
available to all Enron business units to provide timely and cost efficient
research, to work with individuals or groups to fulfill one time research
requests, or to design ongoing, customized monitoring projects or news
updates.

Enron Global Markets Fundamentals
EGM Fundamentals is quickly building a team of expert analysts and associates
to work directly with traders and marketers.  The team is already busy
analyzing various commodities and market situations.  For example, an
initiative is underway to analyze current negative fractionation spreads in
the market resulting from rising natural gas prices.  Web sites to host this
analytical information are currently in development for all EGM commodities.
These sites will provide research and analysis, weather, publications, and
any other information that will assist in decision-making or identification
of potential commercial opportunities.  For questions or requests regarding
fundamental research, contact Jennifer Fraser at x34759.  For questions or
suggestions regarding the web sites, contact Heather Purcell at x54057.

Austin Energy
Austin Energy and Enron Sandhill, L.L.C, a subsidiary of Enron North America
broke ground November 29, 2000 for the construction of the Sand Hill Energy
Center, a 180-megawatt peaking electrical generation facility.  Located in
eastern Travis County, the Sand Hill Energy Center will be a natural gas
fired facility that will operate primarily during peak demand periods.  The
$93.7 million project will feature four 45-megawatt General Electric gas
turbines and will be operational May 1, 2001.

NEWS FROM THE GLOBALFLASH

Coal
The London dry cargo seafreight team traded 1 million metric tonne of
Capesize vessel swaps via EOL in one day, (Wednesday 28th November). The deal
was created by combining OTC options and a physically related cash market
deal.  This helps to bring our YTD EOL to just under 2.5 mln tonne.

Off-shore wind energy deal
Enron Wind has signed a power purchase agreement with Swedish energy company
Graninge.  According to the agreement, Graninge will deliver electricity to
consumers using Enron's wind power plants in southern Sweden.  Enron Wind's
Utgrunden off-shore wind park, completed this year, will generate in the
region of 38,000 megawatt hours of electricity, or enough for around 6,000
average homes between the mainland and the island of Oland on the southeast
tip of Sweden.  In an announcement this week, Graninge stated that it plans
to market the power to consumers as 'green' energy.

Happy 1st Birthday EnronOnline!
This week saw EnronOnline celebrate its first birthday.  During the course of
its first year, EnronOnline has passed a number of milestones including the
addition of a range of new functionalities for customers on the site.
EnronOnline has now come of age, having surpassed the $274 billion mark in
notional value in November.  This represents a total of 478,695 transactions
since the site was launched on 29 November 1999.

The first anniversary was marked by giving the media guest access to
EnronOnline in Europe.  A team from Reuters was invited into Enron House to
receive a full demonstration of EnronOnline and as of today will be able to
quote in reports live prices from EnronOnline.  Other media outlets are being
invited to obtain guest access during the coming weeks as the word of
EnronOnline's success continues to spread...

Australia
Enron Australia continues to assist in the region in a supportive role.
Elliott Katz worked on the GEM migration in Singapore last week with an IT
team from London, Oslo and Singapore.  Approximately 40 users, including
Traders, were migrated to Windows 2000 and the CORP domain.  This is an
important step for the Asia Pacific region, as it brings the three biggest
offices (Singapore, Sydney and Tokyo) into line with corporate standards for
desktop computing.

Japan
E-Power, a JV between Enron and Japanese finance company Orix, has announced
proposals for a 2000MW gas-fired power plant at Mutsu-Ogawara, an industrial
area  in northern Japan.   A feasibility study will be undertaken to define
how the project will go forward and this may include the development of an
LNG terminal in the vicinity.  The nature of the permitting process is such
that the plant would not begin operations for six to seven years.  This
project is just one of several options that E-Power are working on in Japan.

NUGGETS & NOTES

&Go Big or Go Home8 ) Mike McConnell/President & CEO-EGM

"Call Back" - Don Schroeder, VP/Crude Trading-EGM

REMINDER

Holiday Party
Enron North America, Global Markets and Industrial Markets
Enron Field
Saturday, December 9
7:00 - Midnight

WELCOME
New Hires ENA/EIM/EGM
ENA ) Joseph Taylor, Jennifer Rosado, Rabi De, Louis Dicarlo, Scott Churbock,
Kenneth Parkhill, Nicholas Ernst, Dirk Dimitry, Stephanie Taylor, Dimitri
Tagaropulos, Georgia Blanchard, Jona Kimbrough, Jeffrey Baldwin, Patricia
English, Jaesoo Lew, Cheryl Nelson, Gina Abbott, Ryan Keith, Brian Dawson
EGM )Ellen Alexander, Mike Perun

Transfers to ENA/EIM/EGM
ENA ) Gregory Golden
EGM ) Keynan Dutton

FROM THE EDITORS

Thank you to all the contributors to this week's EnTouch.  We want to hear
from the various departments within Enron Americas, Global Markets and
Industrial Markets!  Please continue to send your business highlights,
nuggets & notes or suggestions to Michelle Vitrella or Kathie Grabstald.

LEGAL STUFF

The information contained in this newsletter is confidential and proprietary
to Enron Corp. and its subsidiaries.  It is intended for internal use only
and should not be disclosed.


The meeting referenced below has been postponed until 3:00pm Eastern /
12:00pm Pacific on Friday, December 15th.
---------------------- Forwarded by Lysa Akin/PDX/ECT on 12/14/2000 11:34 AM
---------------------------

Lysa Akin
12/13/2000 09:07 AM
To: Lysa Akin/PDX/ECT@ECT, Tom Alonso/PDX/ECT@ECT, Robert
Anderson/PDX/ECT@ECT, Kathy Axford/PDX/ECT@ECT, Robert Badeer/HOU/ECT@ECT,
Tim Belden/HOU/ECT@ECT, Jody Blackburn/PDX/ECT@ECT, Jesse Bryson/HOU/ECT@ECT,
Jim Buerkle/PDX/ECT@ECT, Jessica Burry/PDX/ECT@ECT, Angela
Cadena/PDX/ECT@ECT, Christopher F Calger/PDX/ECT@ECT, Monika
Causholli/PDX/ECT@ECT, Fran Chang/PDX/ECT@ECT, Andy Chen/PDX/ECT@ECT, Paul
Choi/SF/ECT@ECT, Ed Clark/PDX/ECT@ECT, Stanley Cocke/PDX/ECT@ECT, Chip
Cox/PDX/ECT@ECT, Sean Crandall/PDX/ECT@ECT, Debra Davidson/PDX/ECT@ECT, Smith
L Day/HOU/ECT@ECT, Michael M Driscoll/PDX/ECT@ECT, Heather
Dunton/PDX/ECT@ECT, Caroline Emmert/HOU/ECT@ECT, Michael
Etringer/HOU/ECT@ECT, Mark Fischer/PDX/ECT@ECT, Amy FitzPatrick/PDX/ECT@ECT,
John M Forney/HOU/ECT@ECT, Chris H Foster/HOU/ECT@ECT, Dave
Fuller/PDX/ECT@ECT, Lisa Gang/PDX/ECT@ECT, Jim Gilbert/PDX/ECT@ECT, Winston
Goodbody/HOU/ECT@ECT, Ashok Gurusamy/PDX/ECT@ECT, Mollie
Gustafson/PDX/ECT@ECT, Mark Guzman/PDX/ECT@ECT, Mary Hain/HOU/ECT@ECT, Don
Hammond/PDX/ECT@ECT, Leaf Harasin/PDX/ECT@ECT, Tim Heizenrader/PDX/ECT@ECT,
Carla Hoffman/PDX/ECT@ECT, D Brett Hunsucker/HOU/ECT@ECT, Donna
Johnson/PDX/ECT@ECT, Saji John/HOU/ECT@ECT, Karen E Jones/HOU/ECT@ECT, Paul
Kane/PDX/ECT@ECT, Paul Kaufman/PDX/ECT@ECT, Jan M King/HOU/ECT@ECT, Holli
Krebs/HOU/ECT@ECT, Kristian J Lande/HOU/ECT@ECT, Monica Lande/PDX/ECT@ECT,
Alan Larsen/PDX/ECT@ECT, Elliot Mainzer/PDX/ECT@ECT, Chris
Mallory/PDX/ECT@ECT, John Malowney/HOU/ECT@ECT, Wayne Mays/PDX/ECT@ECT, Mike
McClain/PDX/ECT@ECT, Anna Mehrer/PDX/ECT@ECT, Jeremy Morris/PDX/ECT@ECT, Matt
Motley/PDX/ECT@ECT, Mark Mullen/PDX/ECT@ECT, Susmitha Nalluri/PDX/ECT@ECT,
Kourtney Nelson/PDX/ECT@ECT, Tracy Ngo/PDX/ECT@ECT, Jeffrey Oh/PDX/ECT@ECT,
Murray P O'Neil/HOU/ECT@ECT, Jonalan Page/PDX/ECT@ECT, Lani
Pennington/PDX/ECT@ECT, Todd Perry/PDX/ECT@ECT, Phillip Platter/HOU/ECT@ECT,
David Poston/PDX/ECT@ECT, Mike Purcell/PDX/ECT@ECT, Dale
Rasmussen/HOU/ECT@ECT, Mark Rathbun/PDX/ECT@ECT, Lester Rawson/PDX/ECT@ECT,
Jeff Richter/HOU/ECT@ECT, Donald Robinson/PDX/ECT@ECT, Grace
Rodriguez/PDX/ECT@ECT, Stewart Rosman/HOU/ECT@ECT, Stacy
Runswick/PDX/ECT@ECT, Valarie Sabo/PDX/ECT@ECT, Holden Salisbury/PDX/ECT@ECT,
Julie Sarnowski/HOU/ECT@ECT, Diana Scholtes/HOU/ECT@ECT, Richard
Schweiger/PDX/ECT@ECT, Walter Seaton/PDX/ECT@ECT, Cara Semperger/PDX/ECT@ECT,
John Shackelford/PDX/ECT@ECT, Jeff Shields/PDX/ECT@ECT, Jeff G
Slaughter/PDX/ECT@ECT, Larry Soderquist/HOU/ECT@ECT, Geir
Solberg/PDX/ECT@ECT, Chris Stokley/HOU/ECT@ECT, Mike Swerzbin/HOU/ECT@ECT,
Kate Symes/PDX/ECT@ECT, Jake Thomas/HOU/ECT@ECT, Maria Van
Houten/PDX/ECT@ECT, Frank W Vickers/HOU/ECT@ECT, Kim Ward/HOU/ECT@ECT, Laura
Wente/HOU/ECT@ECT, Teri Whitcomb/PDX/ECT@ECT, Collin Whitehead/PDX/ECT@ECT,
Bill Williams III/PDX/ECT@ECT, Bill Williams/PDX/ECT@ECT, Diana
Willigerod/PDX/ECT@ECT, Greg Wolfe/HOU/ECT@ECT, Christian Yoder/HOU/ECT@ECT,
Alan Comnes/PDX/ECT@ECT, Theresa Villeggiante/PDX/ECT@ECT
cc:
Subject: FERC Meeting Friday, Dec. 15th

We have secured a phone bridge to listen to the special FERC meeting being
held on Friday, Dec. 15th.

I have reserved the Cascade Conference Room for the call.

Please call me Thursday if you have any questions, or see Mary Hain today.

Thank you.

Lysa
x7927


Greg

I was talking with George Wasaff yesterday and he recommended I touch base
with you in an effort to identify potential Enron interest in acquiring
WaterDesk assets.

WaterDesk Corp.  was incubated by Azurix  to provide participants in the
global water industry with a global, single-source, collaborative,
business-to-business network to efficiently source, transact and manage,
information, products and services.  We are currently involved in a private
placement process that does portend some significant possibility for success
but has not had anyone circle an offer yet.  Time is of the essence.  Given
current market and industry realities, our priorities have changed in an
effort to maximize near term opportunity for success. Specifically, in
addition to offering investors the opportunity to invest in a public
marketplace solution, we are pursuing other avenues, such as private
marketplace or buy-side procurement solutions (which seem to be more
palatable).  We are also broadening our opportunity set by seeking potential
solutions outside the water industry. Feedback from the various and numerous
entities that have performed due diligence on WaterDesk  indicate that its
assets are well suited for any of these alternative solutions.

KEY ELEMENTS OF VALUE:  a qualified and experienced team; intellectual
property; and, a secure, integrated and operational platform.

Bottom Line: I have committed to John Garrison that we will deliver some form
of success by February or we should "pull the plug".  It would be a pity to
waste such valuable assets (human and physical).  I would like to meet with
your or your designated representative(s) as soon as possible to determine
what fit, if any, there might be with Enron endeavors, current or future.

The attached provides some detailed information that may be of help as you
reflect on this.

Alex Perwich
President
WaterDesk Corp.
713-646-9573 (O)
713-646-7800 (fax)

WaterDesk Corp. provides participants in the global water industry with
WaterDesk.com, the global, single-source, collaborative, business-to-business
network to efficiently source, transact and manage, information, products and
services.


This is the new information for TXU Energy Trading

Carlos

---------------------- Forwarded by Carlos J Rodriguez/HOU/ECT on 09/01/2000
07:27 AM ---------------------------

jheitmiller@txuenergy.com on 08/31/2000 02:58:00 PM
To: aburrell@utilicorp.com, jgillies@swbell.net, lsnow@cantera-resources.com,
jbarkus@cantera-resources.com, weaster1@txu.com, karenaj@mitchellgs.com,
rlitvik@markethubs.com, carlos.j.rodriguez@enron.com, peggy.know@gt.pge.com,
bwood@altra.com, mmou@dynegy.com, shjong@duke-energy.com,
ellen_r_dailey@reliantenergy.com, terri_a_parrish@reliantenergy.com,
agtaylor@duke-energy.com, robin.gilbreath@proenergy.com,
Robert.harp@engageenergy.com, jojowpc@hotbot.com, tannerj@kochind.com
cc:
Subject: New Phone Number & Address

Our office will be moving from Houston  to Dallas 9/1/00 through 9/4/00.
Effective 9/5/00 my new phone & fax numbers are:

phone:     214 875-9837
fax:  214 875-????

If you need to reach me over the Labor Day weekend I can be paged at 281
266-2212.  This pager number will be good until 9/11/00.  My new pager number
214 512-7901has also been activated.

Our new address will be 1717 Main St. Suite 1900, Dallas, TX  75201.  The TXU
Energy Trading main number will be 214  875-9000.


Mr. Lay,

I hope you don't mind the unsolicited email. I am interested in founding an
internal organization, or club within Enron.  The club would require
executive support in order to be successful.  I,ve therefore sent you a high
level summary outlining the club,s objectives so that you could pass it along
to the correct executive(s) for further consideration if you think the idea
has merit. I anticipate operating this program on my own time, so the
incremental costs to the company would be minimal. Thank you in advance for
your consideration.

Fred Philipson

Name
Club Intrapreneur

Mission of Potential Organization
To nurture entrepreneurial concepts consistent with Enron strategies and
abilities, bringing them to the point of a written business plan through the
collective, informal participation of Enron employees.

Value Proposition
The club will stimulate, nurture and capitalize on the innovation of
collective individuals within the organization, serving as a catalyst for
developing businesses within Enron.

Problem Statement
Many innovative ideas abound among Enron employees, yet they largely go
unshared or if shared, go undeveloped due to the present lack of a forum.

Solution
This internal club could foster these ideas, reducing these lost
opportunities.  The club could serve as a repository of information,
referring concept development to receptive mentors that could add insight
into an idea,s development.

Overview of club services
? Quarterly speakers from the business community giving brown bag seminars at
Enron.  These speakers could be entrepreneurship professors from  Rice,
venture capitalists or even entrepreneurs from outside Houston.  According to
the Rice University Executive Education Office, Rice   professors charge
$2,000/day, although many could be encouraged to speak pro bono, given their
relationship with high-level Enron executives.   These speakers can also come
from within Enron,s executive ranks, thereby further sharing knowledge and
showing support for the club.
? Monthly seminar-format meetings between Enron executive sponsors and club
members to review concepts and choose those that should be   nurtured further.
? Weekly, informal lunch meetings with club members discussing strategies and
ideas, assigning action items, creating goals and targets for an idea,s
development.
? Intranet site containing club meeting information, white papers, topics
under discussion, links to relevant sites and an overview of Enron,s
strategic  direction, which would serve as a template showing intrapreneurs
the types of ideas Enron would be most interested in developing.


Take the TransCanada Hwy 1 west to Calgary.  This becomes 16 Ave N in the city.

Take Highway 2 south (Deerfoot) when you get in the city.

When you come to the Deerfoot/Glenmore intersection take Glenmore Trail East.

On Glenmore, you'll pass under Macleod Trail (there is a big mall Chinook centre on your right), you'll pass over the Glenmore reservoir.

When you get to Glenmore and 37 st get in the inside lane of Glenmore.  After 45 st, Glenmore will split in 2, stay in the inside (i.e. leftmost lanes).

This fork will lead you to a stop light where you turn left onto Highway 8 Bragg Creek.

On highway 8 you will pass 69st, after the light get in the outside lane and take your next right on Lower Springbank Rd.  At the the stop sign turn left onto Lower Springbank, you should now be going parallel to Highway 8.  After 85 st and before 101st there is a gravel entrance road on your right, take this road, it is 100 feet long and leads to Slopeview Dr, turn left when the gravel road joins the pavement and go to 133 Slopeview Dr.

 -----Original Message-----
From: 	"J&J Zufferli" <jzufferli@home.com>@ENRON
Sent:	Monday, October 01, 2001 8:50 PM
To:	Zufferli, John
Subject:	Fw: Directions

Please provide directions.  Thanks - Jess
----- Original Message -----
From: <Livia_Zufferli@Monitor.com>
To: "J&J Zufferli" <jzufferli@home.com>
Sent: Monday, October 01, 2001 4:18 PM
Subject: Directions

> Hi Guys,
>
> How are you feeling Jess?  Guess what -- I had a dream last night that I
> was 7 months pregnant!! It was so weird -- it totally felt real.  My
> parents didn't know, and they were coming up for a visit so I was trying
to
> hide it with a baggy sweater!  Suffice it to say, when i woke up this
> morning, I reached for my belly and was very happy to see it quasi-flat.
>
> Anyway, I was wondering if you or John could send me directions of how to
> get to your house.  My friend Josh will be driving in from Saskatoon on
the
> Friday afternoon.  I'm clueless as to which highways to take -- I'm sure
he
> can find his way to Calgary, but may just need to get around the city.
>
> Thnx.  I'll call you guys before i leave for Calgary on Wednesday.  I'm
> pretty nervous to fly -- but i'll be more nervous on the way back because
> I'll be alone (my colleagues are going back on Thursday).
>
> talk to you soon,
> lee
>


Clem:

Attached to this email you should find a marked version of the Enron Corp.
guaranty.  A few points:

(1)  Bear claims that the "cap" language which we typically include is
inadequate because the wording implies (under NY law) that if a lesser amount
is owed at any time, then the cap is reduced to that amount. I've not heard
of this before.  I believe that they can send the treatise background info if
you'd like.

(2)  The guaranty covers obligations of ENA in its Bear account and with
respect to the margin lending agreement.  Bear has added "performance" to the
guaranty as a guarantor obligation.  ENA's account obligations pertain to the
payment of money (margin); under the margin lending agreement, ENA could have
to deliver securities sold short in the market pursuant to a loan from Bear.
Failure to deliver these securities would trigger a default (which is
essentially reduced to a payment of money).

(3)  Although Bear removed our Setoff/Counterclaim paragraph, you should
refer to Par. 5 to see their own version!

Please call me to discuss as ENA is anxious to reduce our margin rates with
Bear.  The Bear lawyer is leaving town tomorrow afternoon.

Thanks.

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
----- Forwarded by Sara Shackleton/HOU/ECT on 02/14/2001 11:46 AM -----

	"Meytina, Anna Confidential Memo-Counsel (Exchange)" <ameytina@bear.com>
	02/13/2001 03:06 PM

		 To: "'Sara.Shackleton@enron.com'" <Sara.Shackleton@enron.com>
		 cc: "Chernick, Sharon Confidential Memo-Counsel (Exchange)"
<SChernick@bear.com>
		 Subject: RE: corporate guaranty

Sara:

Per our conversation, attached please find (i) a black lined version of the
Guaranty, marked to show our changes, and (ii) the marked and clean
Institutional Account Agreement.

Please call us once you have had a chance to review the attached documents.

Regards,

Anna Meytina

 <<056 Guaranty ( Bear Stearns - Enron Corp Form).doc>>  <<IAA021301.doc>>
<<IAA021301execution.doc>>

> -----Original Message-----
> From: Sara.Shackleton@enron.com [SMTP:Sara.Shackleton@enron.com]
> Sent: Thursday, February 08, 2001 1:40 PM
> To: ameytina@bear.com
> Subject: corporate guaranty
>
> Anna:
>
> Attached is the form of Enron corp. guaranty.
>
> (See attached file: 056 Guaranty ( Bear Stearns - Enron Corp Form).doc)
>
>
> Sara Shackleton
> Enron North America Corp.
> 1400 Smith Street, EB 3801a
> Houston, Texas  77002
> 713-853-5620 (phone)
> 713-646-3490 (fax)
> sara.shackleton@enron.com << File: 056 Guaranty ( Bear Stearns - Enron
> Corp Form).doc >>

 - 056 Guaranty ( Bear Stearns - Enron Corp Form).doc
 - IAA021301.doc
 - IAA021301execution.doc
***********************************************************************
Bear Stearns is not responsible for any recommendation, solicitation,
offer or agreement or any information about any transaction, customer
account or account activity contained in this communication.
***********************************************************************


You and I need to sit down and discuss in some detail John Ale's contract and
yours.  Let me know when a good time would be.

 thanks


---------------------- Forwarded by Richard Shapiro/NA/Enron on 06/08/2001
10:05 PM ---------------------------

Peter Styles@ECT
06/01/2001 04:58 AM
To: Brendan Devlin/EU/Enron@Enron
cc: Richard Shapiro/NA/Enron@Enron

Subject: EFET draft security of supply paper

Take a look at attachment below for guidance in any discussion with Ristori
next Wednesday re Bush energy policy statement and comparative aspects of EC
green paper on sec. of supply. To remind you of what Loyola said on CNN
yesterday:
 - Agrees with need to re-evaluate role of nuclear plus future investment in
it .
 - Disagrees with weight given to supply side and indigenous sources,
compared with demand side and fuel diversity (also from external sources?)
 - Disagrees with exclusion of climate change considerations.

---------------------- Forwarded by Peter Styles/LON/ECT on 06/01/2001 10:25
AM ---------------------------

brian.samuel@txu-europe.com@txu-europe.com on 04/23/2001 02:31:45 PM
To: "EFET Secretariat" <secretariat@efet.org>
cc: peter.styles@enron.com

Subject: EWG - security of supply paper

Jan, please find a revised draft of the SoS paper following discussions with
Peter. I would be grateful if you could circulate it to the members of the
electricity working group for comment by 30th April. Likewise could you also
forward it to Ian Wood.
(See attached file: efetsos.doc)

Thanks Brian

~~~~~~~~~~~~~~~~~~~~~    DISCLAIMER    ~~~~~~~~~~~~~~~~~~~~~

This E-mail is private and confidential and may be covered by
legal professional privilege. It is therefore only intended for
the addressee(s). If you are not one of those persons you must
not read, copy, store, disclose, use or distribute its contents.
Please also contact the sender immediately and delete the original.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

 - efetsos.doc

---------------------- Forwarded by Richard Shapiro/NA/Enron on 06/08/2001
10:05 PM ---------------------------
From: Bruno Gaillard/Enron@EUEnronXGate on 06/01/2001 07:07 PM GDT
To: Richard Shapiro/NA/Enron@Enron
cc:

Subject:  Background Information France Electricity

Background

The Continental European electricity market is developing from an integrated
monopoly business to a competitive market. A segment of electricity users now
have the right to choose their supplier from a range of marketers. The
emergence of new marketers and generators has created the demand for price
risk management solutions and has encouraged the development of a traded
wholesale market. Following the adoption of the EU Electricity Directive in
December 1996, member states were obliged to transpose the directive into
national legislation opening electricity markets to competition by February
1999.

The directive sets out a three-tiered approach to the liberalisation of
electricity supply markets. Stage one entered into effect on 19 February
1997, and calls for the opening of 22% of national markets, based on the
average community share of electricity consumed by end customers using more
than 40 GWh per year. The degree of opening will increase over six years by
lowering the community consumption threshold to 20 GWh in 2000 (27% market
opening) and to 9 GWh in 2003 (32-33% market opening). Distributor access is
a matter for each member state. The implementation of a new directive,
expected in 2002, will improve the conditions for a liberalized market.

At present, the level of compliance with the directive varies between member
states. The EU countries farthest along the process of liberalisation are
Germany, Austria, Spain and the Netherlands. Switzerland, although it is not
an EU member state, is integral to market developments. France, although
having chosen to comply with the minimum requirements of the directive, has
proven to open up their market more than expected.

Current Market

EDF is the dominant electricity producer in France, the largest power
producer in the world with 475TWh generated in 2000,  and the largest
exporter in Europe (net exports reached 71 TWh in 2000).  Power generation in
France is mainly nuclear (70%), but also hydro (20%), while conventional
thermal generation represents 10%. EDF is a vertically integrated company
with services and products in generation (92%), supply (?%), transmission and
distribution (95%). Finally, this historical supplier is a State Entity; the
French State owns EDF,s capital.  A few Independent Power Producers (IPP) are
also active in the market, such as Snet (6.4TWh, coal-fired), and CNR (16TWh,
hydro). Other smaller IPPs are commercially active but most must sell their
production to EDF under a regulated tariff.

More than 100 distribution companies are active through a concession regime
in their local distribution area. Few, however, are of a significant size
(less than a dozen have sales of over 400 GWhs), or have eligible customers
in their concession areas.

The French System Operator (RTE) was created on 1 July 2000 and is a
sub-division of EDF, although it is unbundled in terms of management and
accounting. A postage stamp tariff has been implemented under the
transitional regime, which varies according to the voltage used and is based
on a matrix (Summer/Winter, Peak/Off-Peak). Users have to contract for their
maximum transmission capacity. Imbalances are settled under a published
tariff, which introduces high charges for imbalances beyond a 10% tolerance
level and 5MW.

A three-year framework contract (e.g., by way of a Master Agreement with a
minimum term of three years) is required for eligible customers, but
eligibles are free to deal for shorter maturity transactions within such a
three-year contractual framework.

Although the criteria for eligibility is per site, and eligible customers
have to contract transmission for each site, RTE has created balancing
responsibility contracts (contrats de Responsable d'Equilibre) which compels
the aggregation of imbalance charges for different eligible sites within an
equilibrium perimeter defined with RTE. Imbalances are settled under a
published tariff which charges a heavy penalty for any imbalance beyond a 10%
tolerance level or 5MW.

Even though we are currently under a transitional regime in France, the
ability to trade power already exists. Optimisation can be found through
real-time arbitrage offered by the flexibility of the industrial process, the
availability of market prices and optional structures. The establishment of
balancing responsibility contracts has created the basic conditions for an
effective power trading market in France, and this through the exchange of
blocks from one perimeter to another. Blocs are only exchangeable on
day-ahead bases but intra-day procedures are expected to be implemented. All
transactions are currently based on bilateral physical contracts.

The establishment of this framework has contributed to an increasing number
of players for trading, imports, exports and transit; we are confident that
the French power market will develop rapidly.     Enron Capital & Trade
Resources Limited ("ECTRL") is a balancing responsible actor in France and
closed the first physical power transaction in France early 2000, and was the
very first new entrant to trade power (buy/sell) in France late 2000.

Future Developments

France's size and geographical position will make it a natural hub for
trading on the Continent. It is Europe's second largest electricity market,
with net consumption (including industrial on-site consumption) totalling
over 400 TWh in 1999. The increase of physical trading, envisaged capacity
release by EDF, and creation of future market mechanism will contribute to
the further development of the market.

Both a balancing market and a spot exchange market are expected to be
implemented by end 2001. Players in the balancing market will propose put and
call options, exercised by RTE according to its own portfolio of contacts
(producer, consumer) and providing it with physical balancing capacity. The
balancing market will also show referenced market prices for balancing
services.

Some of the spot market volume is expected to be operated by ParisBourse.
However, due to the dominant position of EDF, the limited number of active
IPPs, existing restrictions for trading for authorised producers in France,
and the lack of transparency with regard to current rules for allocation of
cross-border capacity and attribution of congestion costs, we believe that
the conditions for the creation of an effective spot power market in France
are not yet fully met.

Recently, the European Commission has asked EDF to auction 6,000MW of virtual
capacity through VPP auctions starting in September 2001, representing about
30% of the market for French eligible industrials This will further
contribute to increase liquidity.

Regulatory Environment

The goal of Directive 96/92/EC concerning the internal market in electricity
is to obtain a cheaper but secure electricity supply by introducing and
gradually expanding competition while maintaining industry competitiveness in
the face of price decreases. France has transposed the directive, however
certain imperfection with regards to non-discriminatory access and the level
of liberalisation still exist.

The French Electricity law was passed on 10 February 2000, a year later  than
required by the EU, establishing a transitional regime for third party access
(TPA). Several application decrees still have to be passed, including
transportation tariffs on the electric grid to eligible customers. The
current threshold for eligibility is 16GWh (net of auto-consumption) per year
and per site, and represents about 600 eligible clients and 1,200 sites.
Eligibility for distribution companies is currently limited to the eligible
consumption of customers located in their concession areas. The French power
market is effectively open to some competition, and about 60 eligible
industrials have so far switched totally or partly from the historical
supplier. The eligibility threshold will be reduced to 9GWh per site by
direct application of the EU Directive by Feb. 2003, as the French government
declined a quicker opening of the power market.

The two main authorities, which oversee the industry, are the CRE (Commission
de Regulation de l'Electricit,) is the official regulatory body and the
ministry of industry. The CRE is responsible to insure that RTE provides for
non-discriminatory access on to the grid and will be issuing transportation
tariffs.  The Ministry is responsible for providing generation licenses for
IPPs and for determining eligibility issues.

RTE is implementing new capacity allocation procedures on the UK, Italy and
Spain interconnectors. On the remaining borders, capacity is currently
allocated on a first-come-first served basis rule, and congestion fees are
levied at the margin, which favours long-term contracts and historical
players. In addition, there is currently some lack of transparency with
regards to RTE real-time data on the capacity available/used for exports and
imports. However an intra-day market is now effective for transits, imports
and exports.  The first come first serve allocation rule on border capacity
is likely to be changed by end 2001. In addition, the CRE is likely to
request RTE to release additional data in the months to come.

New IPPs have to be authorised through auctions or through direct decision of
the Ministry of Industry, the main route for authorisation. Authorised IPPs
in France are limited by Decree to buying for resale to eligible customers a
maximum of buy for resale to eligible customers a volume equivalent to 20% of
the installed capacity, including long term contracts. Although the
interpretation of this law is unclear, a recent statement by M. Tuot,
Director General of the CRE, implies that these restrictions only apply to
French authorised producers and thus not to foreign-based energy companies or
other non-producing entities. Thus, these restrictions do not apply to ECTRL,
as we are not registered in France.  In addition, French IPPs are free to
sell and export their production.

Eligible customers, who are physically connected to the Grid, have to
contract for transmission vis-.-vis RTE (Contrat Made). Traders, such as
ECTRL, are not required to have such a transmission contract, as they do not
consume the power they purchase. Only a balancing responsibility contract
coupled with grid access contracts (import, export, and/or transit) are
required by RTE.

A new Decree is expected to be passed by Summer 2001, setting up new
conditions for transmission, transits and exports under a permanent regime.
Imports, which are allocated on a pro-rata basis, are free of transmission
charges.

A network code is currently under discussion between market players and
RTE.

Market Conventions

A range of wholesale electricity products are currently traded in France.
Peak and baseload day-ahead, week-ahead, monthly, quaterly, and yearly
products are traded.  Peak products follow the German convention (12 hour
peaks on weekdays, 08h00-20h00).  Contract sizes are typically 25MW or 50MW.

Gate closure for scheduling imports, exports and transits is 14h00 Paris
time.  Gate closure for scheduling "echanges de blocs" is 16h00 Paris time.

Other: The Gas Market

A transitional regime was implemented on 10 August 2000 by direct application
of the EU Directive, thus establishing regulated TPA for sites whose
consumption is over 25 million cubic meters p.a. The eligibility threshold
will be reduced to 15million cubic meters in 2003, and 5 million cubic meters
in 2008. No gas law has been passed yet (forecasted for mid 2002), and it is
expected that the transitional regime for gas in France will last until end
2002. A zonal/distance-related tariff was published on 13 July 2000 by
GdF-Transportation. A permanent entry/exit tariff structure is likely to be
developed for 2003. Charges for imbalances are expensive and access to
storage is restricted. GdF-Trading, however, has published conditions for
balancing services.
There is only one trading Hub for France located at the French/Belgian border
(Blaregnies/TaisniSres). Due to the distance-related nature of the
transportation tariff, competitive TPA is limited to eligible sites which are
located not too far (less than about 250Km) from the French/Belgian border.
The main imports into France are for high cal gas, and GdF has published the
conditions for high cal/low cal gas swaps.
As there is not yet a gas law in France (a +Projet de Loi, was approved on
17th May 2000) transposing the EU gas directive into domestic legislation,
the Regulatory Commission has not been appointed to date, and the official
regulatory body remains the Ministry of Industry.
Although current conditions do not facilitate full requirement supply to
customers from new entrants, it is already possible to optimise gas supply
through import of blocs for part or full supply. ECTRL was the first new
entrant to supply gas at the French border, and more recently into France.
ECTRL's cumulative volume of gas trades so far totals 550 million cubic
meters.

The above represents only Enron's and its affiliates views' and, accordingly,
neither Enron nor any of its affiliates is providing any advice to you in the
above information.  You are not entitled to rely on any of the above
information and you are advised to take such other independent advice, as you
may deem necessary in respect of the matters referred to above.

 -----Original Message-----
From:  Brod, Simon
Sent: 25 May 2001 17:31
To: Gaillard, Bruno
Cc: de Gaulle, Pierre; Brun, Raphael; Davies, Philip; Duvauchelle, Antoine;
Sankey, Ross
Subject: RE: Background Information France/Final Draft

My suggested paragraph on market conventions:

A range of wholesale electricity products are currently traded in France.
Peak and baseload day-ahead, week-ahead, monthly, quaterly, and yearly
products are traded.  Peak products follow the German convention (12 hour
peaks on weekdays, 08h00-20h00).  Contract sizes are typically 25MW or 50MW.

Gate closure for scheduling imports, exports and transits is 14h00 Paris
time.  Gate closure for scheduling "echanges de blocs" is 16h00 Paris time.

Simon

From: Bruno Gaillard/Enron@EUEnronXGate on 25/05/2001 15:36
To: Pierre de Gaulle/LON/ECT@ECT, Raphael Brun/LON/ECT@ECT, Simon
Brod/LON/ECT@ECT, Philip Davies/Enron@EUEnronXGate, Antoine
Duvauchelle/Enron@EUEnronXGate
cc: Ross Sankey/LON/ECT@ECT

Subject: RE: Background Information France/Final Draft

Below please find a revised version of the document. One element that is
still missing and that should be completed by the traders is the
"conventions" by possibly adding gate closure information, peak vs. off-peak,
and other relevant information.

Bruno

Updated May 2001.

Background

The Continental European electricity market is developing from an integrated
monopoly business to a competitive market. A segment of electricity users now
have the right to choose their supplier from a range of marketers. The
emergence of new marketers and generators has created the demand for price
risk management solutions and has encouraged the development of a traded
wholesale market. Following the adoption of the EU Electricity Directive in
December 1996, member states were obliged to transpose the directive into
national legislation opening electricity markets to competition by February
1999.

The directive sets out a three-tiered approach to the liberalisation of
electricity supply markets. Stage one entered into effect on 19 February
1997, and calls for the opening of 22% of national markets, based on the
average community share of electricity consumed by end customers using more
than 40 GWh per year. The degree of opening will increase over six years by
lowering the community consumption threshold to 20 GWh in 2000 (27% market
opening) and to 9 GWh in 2003 (32-33% market opening). Distributor access is
a matter for each member state. The implementation of a new directive,
expected in 2002, will improve the conditions for a liberalized market.

At present, the level of compliance with the directive varies between member
states. The EU countries farthest along the process of liberalisation are
Germany, Austria, Spain and the Netherlands. Switzerland, although it is not
an EU member state, is integral to market developments. France, although
having chosen to comply with the minimum requirements of the directive, has
proven to open up their market more than expected.

Current Market

EDF is the dominant electricity producer in France, the largest power
producer in the world with 475TWh generated in 2000,  and the largest
exporter in Europe (net exports reached 71 TWh in 2000).  Power generation in
France is mainly nuclear (70%), but also hydro (20%), while conventional
thermal generation represents 10%. EDF is a vertically integrated company
with services and products in generation (92%), supply (?%), transmission and
distribution (95%). Finally, this historical supplier is a State Entity; the
French State owns EDF,s capital.  A few Independent Power Producers (IPP) are
also active in the market, such as Snet (6.4TWh, coal-fired), and CNR (16TWh,
hydro). Other smaller IPPs are commercially active but most must sell their
production to EDF under a regulated tariff.

More than 100 distribution companies are active through a concession regime
in their local distribution area. Few, however, are of a significant size
(less than a dozen have sales of over 400 GWhs), or have eligible customers
in their concession areas.

The French System Operator (RTE) was created on 1 July 2000 and is a
sub-division of EDF, although it is unbundled in terms of management and
accounting. A postage stamp tariff has been implemented under the
transitional regime, which varies according to the voltage used and is based
on a matrix (Summer/Winter, Peak/Off-Peak). Users have to contract for their
maximum transmission capacity. Imbalances are settled under a published
tariff, which introduces high charges for imbalances beyond a 10% tolerance
level and 5MW.

A three-year framework contract (e.g., by way of a Master Agreement with a
minimum term of three years) is required for eligible customers, but
eligibles are free to deal for shorter maturity transactions within such a
three-year contractual framework.

Although the criteria for eligibility is per site, and eligible customers
have to contract transmission for each site, RTE has created balancing
responsibility contracts (contrats de Responsable d'Equilibre) which compels
the aggregation of imbalance charges for different eligible sites within an
equilibrium perimeter defined with RTE. Imbalances are settled under a
published tariff which charges a heavy penalty for any imbalance beyond a 10%
tolerance level or 5MW.

Even though we are currently under a transitional regime in France, the
ability to trade power already exists. Optimisation can be found through
real-time arbitrage offered by the flexibility of the industrial process, the
availability of market prices and optional structures. The establishment of
balancing responsibility contracts has created the basic conditions for an
effective power trading market in France, and this through the exchange of
blocks from one perimeter to another. Blocs are only exchangeable on
day-ahead bases but intra-day procedures are expected to be implemented. All
transactions are currently based on bilateral physical contracts.

The establishment of this framework has contributed to an increasing number
of players for trading, imports, exports and transit; we are confident that
the French power market will develop rapidly.     Enron Capital & Trade
Resources Limited ("ECTRL") is a balancing responsible actor in France and
closed the first physical power transaction in France early 2000, and was the
very first new entrant to trade power (buy/sell) in France late 2000.

Future Developments
 << OLE Object: Picture (Metafile) >>
France's size and geographical position will make it a natural hub for
trading on the Continent. It is Europe's second largest electricity market,
with net consumption (including industrial on-site consumption) totalling
over 400 TWh in 1999. The increase of physical trading, envisaged capacity
release by EDF, and creation of future market mechanism will contribute to
the further development of the market.

Both a balancing market and a spot exchange market are expected to be
implemented by end 2001. Players in the balancing market will propose put and
call options, exercised by RTE according to its own portfolio of contacts
(producer, consumer) and providing it with physical balancing capacity. The
balancing market will also show referenced market prices for balancing
services.

Some of the spot market volume is expected to be operated by ParisBourse.
However, due to the dominant position of EDF, the limited number of active
IPPs, existing restrictions for trading for authorised producers in France,
and the lack of transparency with regard to current rules for allocation of
cross-border capacity and attribution of congestion costs, we believe that
the conditions for the creation of an effective spot power market in France
are not yet fully met.

Recently, the European Commission has asked EDF to auction 6,000MW of virtual
capacity through VPP auctions starting in September 2001, representing about
30% of the market for French eligible industrials This will further
contribute to increase liquidity.

Regulatory Environment
 << OLE Object: Picture (Metafile) >>
The goal of Directive 96/92/EC concerning the internal market in electricity
is to obtain a cheaper but secure electricity supply by introducing and
gradually expanding competition while maintaining industry competitiveness in
the face of price decreases. France has transposed the directive, however
certain imperfection with regards to non-discriminatory access and the level
of liberalisation still exist.

The French Electricity law was passed on 10 February 2000, a year later  than
required by the EU, establishing a transitional regime for third party access
(TPA). Several application decrees still have to be passed, including
transportation tariffs on the electric grid to eligible customers. The
current threshold for eligibility is 16GWh (net of auto-consumption) per year
and per site, and represents about 600 eligible clients and 1,200 sites.
Eligibility for distribution companies is currently limited to the eligible
consumption of customers located in their concession areas. The French power
market is effectively open to some competition, and about 60 eligible
industrials have so far switched totally or partly from the historical
supplier. The eligibility threshold will be reduced to 9GWh per site by
direct application of the EU Directive by Feb. 2003, as the French government
declined a quicker opening of the power market.

The two main authorities, which oversee the industry, are the CRE (Commission
de Regulation de l'Electricit,) is the official regulatory body and the
ministry of industry. The CRE is responsible to insure that RTE provides for
non-discriminatory access on to the grid and will be issuing transportation
tariffs.  The Ministry is responsible for providing generation licenses for
IPPs and for determining eligibility issues.

RTE is implementing new capacity allocation procedures on the UK, Italy and
Spain interconnectors. On the remaining borders, capacity is currently
allocated on a first-come-first served basis rule, and congestion fees are
levied at the margin, which favours long-term contracts and historical
players. In addition, there is currently some lack of transparency with
regards to RTE real-time data on the capacity available/used for exports and
imports. However an intra-day market is now effective for transits, imports
and exports.  The first come first serve allocation rule on border capacity
is likely to be changed by end 2001. In addition, the CRE is likely to
request RTE to release additional data in the months to come.

New IPPs have to be authorised through auctions or through direct decision of
the Ministry of Industry, the main route for authorisation. Authorised IPPs
in France are limited by Decree to buying for resale to eligible customers a
maximum of buy for resale to eligible customers a volume equivalent to 20% of
the installed capacity, including long term contracts. Although the
interpretation of this law is unclear, a recent statement by M. Tuot,
Director General of the CRE, implies that these restrictions only apply to
French authorised producers and thus not to foreign-based energy companies or
other non-producing entities. Thus, these restrictions do not apply to ECTRL,
as we are not registered in France.  In addition, French IPPs are free to
sell and export their production.

Eligible customers, who are physically connected to the Grid, have to
contract for transmission vis-.-vis RTE (Contrat Made). Traders, such as
ECTRL, are not required to have such a transmission contract, as they do not
consume the power they purchase. Only a balancing responsibility contract
coupled with grid access contracts (import, export, and/or transit) are
required by RTE.

A new Decree is expected to be passed by Summer 2001, setting up new
conditions for transmission, transits and exports under a permanent regime.
Imports, which are allocated on a pro-rata basis, are free of transmission
charges.

A network code is currently under discussion between market players and
RTE.

Market Conventions

Traders: Need to Add: gate closer information and on-peak off peak hours plus
whatever relevant conventions.

Other: The Gas Market

A transitional regime was implemented on 10 August 2000 by direct application
of the EU Directive, thus establishing regulated TPA for sites whose
consumption is over 25 million cubic meters p.a. The eligibility threshold
will be reduced to 15million cubic meters in 2003, and 5 million cubic meters
in 2008. No gas law has been passed yet (forecasted for mid 2002), and it is
expected that the transitional regime for gas in France will last until end
2002. A zonal/distance-related tariff was published on 13 July 2000 by
GdF-Transportation. A permanent entry/exit tariff structure is likely to be
developed for 2003. Charges for imbalances are expensive and access to
storage is restricted. GdF-Trading, however, has published conditions for
balancing services.
There is only one trading Hub for France located at the French/Belgian border
(Blaregnies/TaisniSres). Due to the distance-related nature of the
transportation tariff, competitive TPA is limited to eligible sites which are
located not too far (less than about 250Km) from the French/Belgian border.
The main imports into France are for high cal gas, and GdF has published the
conditions for high cal/low cal gas swaps.
As there is not yet a gas law in France (a +Projet de Loi, was approved on
17th May 2000) transposing the EU gas directive into domestic legislation,
the Regulatory Commission has not been appointed to date, and the official
regulatory body remains the Ministry of Industry.
Although current conditions do not facilitate full requirement supply to
customers from new entrants, it is already possible to optimise gas supply
through import of blocs for part or full supply. ECTRL was the first new
entrant to supply gas at the French border, and more recently into France.
ECTRL's cumulative volume of gas trades so far totals 550 million cubic
meters.

The above represents only Enron's and its affiliates views' and, accordingly,
neither Enron nor any of its affiliates is providing any advice to you in the
above information.  You are not entitled to rely on any of the above
information and you are advised to take such other independent advice, as you
may deem necessary in respect of the matters referred to above.

 -----Original Message-----
From:  de Gaulle, Pierre
Sent: 25 May 2001 12:22
To: Brun, Raphael; Brod, Simon; Gaillard, Bruno; Davies, Philip
Cc: Sankey, Ross
Subject: RE: Background Information France/Final Draft

This is the final draft as approved by EOL legal and Mark Elliott.

Any ultimate comments?

Pierre
---------------------- Forwarded by Pierre De Gaulle/LON/ECT on 25/05/2001
12:24 ---------------------------
From: Justin Boyd/Enron@EUEnronXGate on 25/05/2001 12:16
To: Mark Elliott/Enron@EUEnronXGate, Pierre de Gaulle/LON/ECT@ECT, Ian
Brungs/Enron@EUEnronXGate
cc:

Subject: RE: Background Information France/Final Draft

i have no further comments from an EOL perspective

justin
 -----Original Message-----
From:  Elliott, Mark
Sent: 25 May 2001 12:05
To: de Gaulle, Pierre; Boyd, Justin; Brungs, Ian
Subject: FW: Background Information France/Final Draft

Pierre,

Re the main text - see my comments in blue below.  I have passed this on to
Justin as you will see as Justin is charge of Legal for EOL and will also
have to approve it.  With regards to the slides, could you give me a hard
copy - I can't seem to open them on my system.

Kind regards

Mark

 -----Original Message-----
From:  de Gaulle, Pierre
Sent: 22 May 2001 12:26
To: Mark Elliott/LON/ECT@ENRON; Oliver, Jennifer
Subject: RE: Background Information France/Final Draft

Mark,

Please find herewith the background info for EOL France. It seems that you
would have to approve it (Any other approval needed?). Please note that this
draft has been seen and amended by Raphael, Simon, Philip and Bruno.

Thanks

Pierre

---------------------- Forwarded by Pierre De Gaulle/LON/ECT on 22/05/2001
12:22 ---------------------------
From: Jennifer Oliver/Enron@EUEnronXGate on 22/05/2001 11:10
To: Pierre de Gaulle/LON/ECT@ECT
cc:

Subject: RE: Background Information France/Final Draft

Pierre,

Has French Power Legal approved the final draft below? If not, please could
they review before I submit this to the EnronOnline approval process. Also,
please let me know any other approvals you have receieved so far. This will
help determine who still needs to review.

Thanks,
Jennifer

 -----Original Message-----
From:  de Gaulle, Pierre
Sent: 21 May 2001 18:04
To: Oliver, Jennifer; Goddard, Paul
Subject: Re: Background Information France/Final Draft

Please find the final draft of EOL Backgoung information for France. Please
also find two slides about France, which can be included in the Continental
Gas Trading presentation.

I would like to appear in the background as the main commercial contact
point, as follows:

Pierre de Gaulle
Director France
Tel: + 44 207 783 7742
Fax: + 44 207 783 8255
Mobile: + 44 777 19 01 565
Email: Pierre.de.Gaulle@enron.com

 Thanks

Pierre

 << File: SlidesFrance.ppt >>

---------------------- Forwarded by Pierre De Gaulle/LON/ECT on 21/05/2001
18:00 ---------------------------

 << OLE Object: Picture (Device Independent Bitmap) >>
Bruno Gaillard@ENRON
21/05/2001 17:51
To: Pierre de Gaulle/LON/ECT@ECT
cc: Raphael Brun/LON/ECT@ECT, Simon Brod/LON/ECT@ECT, Philip
Davies/LON/ECT@ECT

Subject: Re: Background Information France/EOL/Draft 2   << OLE Object:
StdOleLink >>

See red and strikethrough comments below

---------------------- Forwarded by Pierre De Gaulle/LON/ECT on 20/05/2001
16:09 ---------------------------

 << OLE Object: Picture (Device Independent Bitmap) >>
Pierre de Gaulle
14/05/2001 19:56
Sent by: Pierre De Gaulle
To: Jennifer Oliver/EU/Enron@Enron, Paul Goddard/EU/Enron@Enron
cc: Philip Davies/LON/ECT@ECT, Bruno Gaillard/EU/Enron@Enron, Raphael
Brun/LON/ECT@ECT, Simon Brod/LON/ECT@ECT

Subject: Background Information France

Please find a draft of the marketing background information about the French
power (and gas) markets for EOL.

Your comments are appreciated.

Thanks

Pierre

Updated May 2001.

1)Background

France is the second largest country in Europe with 58 million inhabitants.
EdF, who was the monopolistic producer, is the largest power producer in the
world with 475TWh generated in 2000, thanks to nuclear production. The
historical supplier, who is at the same time the largest exporter of power in
Europe (net exports reached 71TWh in 2000), is a direct emanation from the
French State, who owns EdF capital. Power generation in France is mainly
nuclear (70%), but also hydro (20%), while conventional thermal generation
represents 10%. EdF owns 92% of power generation, and 95% of distribution.

A few Independent Power Producers (IPP) are also active in the market, such
as Snet (6.4TWh, coal-fired), and CNR (16TWh, hydro). Other small IPPs sell
their production to EdF under a regulated tariff. There has been significant
development of cogeneration projects since 1997. There is now 3,500MW of
installed capacity, thanks to the legal obligation for EdF to purchase power
generated from cogeneration units at a preferable (is "preferable" the
correct word??)   tariff. In the view of the transposition of  the EU
Electricity Directive into French law, this purchase obligation ceased to
apply for new large projects (over 12MW) from 1st Jan. 1999.
More than 100 distribution companies are active through a concession regime
in their local distribution area. Few, however, are of a significant size
(less than a dozen have sales of over 400 GWhs), or have eligible customers
in their concession area.

2) Regulatory Environment

The French Electricity law was passed on 10 February 2000, implementing
regulated third party access (TPA) in France under a transitional regime. The
law was approved one year late, failing to meet the required EU deadline.
Dozens  ["Dozens"  - I would replace this with "Several")  of application
decrees still have to be passed, including tariffs to eligible industrials.
The French power market is open to competition, however. About 60 eligible
industrials have so far switched totally or partly from the historical
supplier. Current threshold for eligibility is 16GWh (net of
auto-consumption) per year and per site, representing about 600 eligible
clients and 1,200 sites. The eligibility threshold will be reduced to 9GWh
per site by direct application of the EU Directive in Feb. 2003, as the
French government declined a quicker opening of the power market.

Eligibility of distribution companies is limited to the eligible consumption
of customers located in their concession area.
A three-year framework contract ( e.g., by way of a Master Agreement with a
minimum term of three years) is required for eligible customers, but
eligibles are free to deal for shorter maturity transactions within such a
three year contractual framework.

New IPPs have to be authorised through auctions or through direct decision
from the Ministry of Industry, which is the main route for authorisation.
Authorised IPPs in France are limited by Decree to trading buy for resale to
eligible customers a volume equivalent to 20% of the installed capacity,
including long term contracts. Trading is currently defined as the conditions
of power purchase for resale to eligible customers. These Trading
restrictions, however, do not apply to ECTRL, as we are not registered in
France. IPPs are free to sell and export power.

The French System Operator (RTE) was created on 1 July 2000 and is a
sub-division of EdF, although it is unbundled in terms of management and
accounting. A postage stamp tariff was implemented under the transitional
regime, which varies according to the voltage used,and which is based on a
matrix (Summer/Winter, Peak/OffPeak). Users have to contract transmission up
to the maximum capacity that they will use. RTE purchases excess capacity
available through transmission contracts at fixed prices, which represents
about half of the market price. Imbalances are settled under a published
tariff, which introduces high charges for imbalances beyond a 10% tolerance
level and 5MW. Although the criteria for eligibility is per site, and
eligible customers have to contract transmission for each site, RTE has
created programme responsible contracts (contrats de Responsable
d'Equilibre), which allow the aggregation of imbalance charges for different
eligible sites within an equilibrium perimeter defined with RTE.

Eligible customers, who are physically connected to the Grid, have to
contract for transmission vis-.-vis RTE (Contrat Made). Traders, such as
ECTRL, are not required to have such a transmission contract, as they do not
consume the power they purchase. Only a programme responsible contract
coupled with grid access contracts (import, export, and/or transit) are
required by RTE.

A new Decree is expected to be passed by Summer 2001, setting up new
conditions for transmission, transits and exports under a permanent regime.
It is likely that this new tariff will implement a 1/3 injection-2/3 delivery
calculation factor. Imports, which are allocated on a pro-rata basis, are
free of transmission charges.

Programme responsible contracts have established the basis of trading in
France through the exchange of blocs from one perimeter to another.  Enron
Capital & Trade Resources Limited ("ECTRL")  is programme responsible in
France. Cross border capacity is currently allocated on a first-come-first
served basis rule by RTE, and congestion fees are levied at the margin, which
favours long term contracts and does not give equal treatment to all players.
In addition, there is currently some lack of transparency with regards to RTE
real-time data on the capacity available/used for exports and imports. This
allocation rule is likely to change by end 2001. In addition, the CRE is
likely to request RTE to release additional data in the months to come.

The CRE (Commission de Regulation de l'Electricite) is the offical regulatory
body, which mainly covers TPA and tariff issues, while IPP licenses and
eligibility issues are covered by the Ministry of Industry.

3) Business Opportunity

Although we are currently under a transitional regime in France, the ability
to trade power already exists. Optimisation can be found through real-time
arbitrage between the flexibility of the industrial process, market prices
and optional structures. The establishment of programme responsible contracts
has created the basic conditions for an effective power trading market in
France. ECTRL closed the first physical power transaction in France early
2000, and was the very first new entrant to trade power (buy/sell) in France
late 2000.

An intraday market is now effective for transits, imports and exports, and is
expected to soon be extended to exchange of blocs in France.
Liquidity has been dramatically increasing (although the market remains
dominated by the historical player) thanks to RTE capacity auctions for
(auction has not been implemented on Spanish side yet) [QUERY: do we need
this bit in brackets??  What does it add??  Can't we just delete it??  Or is
it a note and someone has to write some better text here??  It just does not
read correctly in English owing to its place in the sentence at present] UK,
Italy and Spain interconnectors, RTE tenders for HV Grid losses, industrials
switching, and new players coming into the market. In addition, the European
Commission has determined that EdF will auction 6,000MW of virtual capacity
through VPP and PPA auctions in September 2001, representing about 30% of the
market for French eligible industrials This will further contribute to
increase liquidity.
A network code is currently under discussion between market players and
RTE.

4) Future Development

It is forecasted that both balancing market and spot exchange market will be
implemented by end 2001. Players in the balancing market will propose put and
call options, which will be exercised by RTE according to its own portfolio
of contacts (producer,consumer), thus providing RTE with physical balancing
capacity. The balancing market will also show referenced market prices for
balancing services.

The Some of the spot market volume is expected to be run by ParisBourse.
However, due to the dominant position of EdF, the limited number of active
IPPs, existing restrictions for trading for authorised producers in France,
and the lack of transparency with regard to current rules for allocation of
cross-border capacity and attribution of congestion costs, we believe that
the conditions for the creation of an effective spot power market in France
are not yet fully met. ECTRL has actively been lobbying in order to have fair
and transparent rules implemented for every player in the market and has
actively contributed for a spot market to take place.

However, thanks to an increasing number of players in France for trading,
imports, exports and transit, we are confident that the French power market
will develop rapidly.

5) The Gas Market Situation

A transitional regime was implemented on 10 August 2000 by direct application
of the EU Directive, thus establishing regulated TPA for sites whose
consumption is over 25 million cubic meters p.a. The eligibility threshold
will be reduced to 15million cubic meters in 2003, and 5 million cubic meters
in 2008. No gas law has been passed yet (forecasted mid 2002), and its is
expected that the transitional regime for gas in France will last until end
2002. A zonal/distance-related tariff was disclosed published on 13 July 2000
by GdF-Transportation. A permanent entry/exit tariff structure is likely to
be developed for 2003.  Charges  for imbalances are expensive, and access to
storage is restricted. GdF-Trading, however, has published conditions for
balancing services.
There is only one trading Hub for France located at the French/Belgian border
(Blaregnies/TaisniSres). Due to the distance-related nature of the
transportation tariff, competitive TPA is limited to eligible sites which are
located not too far (less than about 250Km) from the French/Belgian border.
The main imports into France are for high cal gas, and GdF has published the
conditions for high cal/low cal gas swaps.
As there is not yet a  [new??] gas law in France ( a Projet de Loi was
approved on 17th May 2000) transposing the EU Gas Directive into domestic
legislation, the Regulatory Commission has not been appointed to-date , and
the official regulatory body remains the Ministry of Industry.
Although current conditions do not facilitate full requirement supply to
customers from new entrants, it is already possible to optimise gas supply
through import of blocs for part or full supply. ECTRL was the first new
entrant to supply gas at the French border, and more recently into France.
ECTRL's cumulative volume of gas trades so far totals 550 million cubic
meters.

The above represents only Enron's and its affiliates views' and, accordingly,
neither Enron nor any of its affiliates is providing any advice to you in the
above information.  You are not entitled to rely on any of the above
information and you are advised to take such other independent advice as you
may deem necessary in respect of the matters referred to above.

---------------------- Forwarded by Richard Shapiro/NA/Enron on 06/08/2001
10:05 PM ---------------------------
From: Bruno Gaillard on 06/01/2001 07:04 PM GDT
To: Richard Shapiro/NA/Enron@Enron
cc:

Subject: Gas situation in France

----- Forwarded by Bruno Gaillard/EU/Enron on 01/06/2001 19:03 -----

	Bruno Gaillard
	24/05/2001 18:12

		 To: Philip Davies/Enron@EUEnronXGate
		 cc: Didier Magne/Enron@EUEnronXGate
		 Subject: Gas situation in France
Philip

Attached the relevant sections of a paper produced by EFET (largely by us) on
TPA in the French gas market and Enron comments to the EU on TPA issues. Note
that these papers were produced in December of 2000 and mid-Feb 2001
respectively. Notable changes since then include.

A relatively competitively priced conversion service (H-Cal to L-Cal gas) at
TaiseniSres has been but in place
The balancing regime has been improved and penalties are now indexed to
Zeebrugge (x 1.5 or x -0.5)
Access conditions to LNG have been published
Flexibility services are offered by GdF- Supply. The terms and conditions up
to now had been onerous. Recent talks between Didier and a customer suggest
that they have been wildly improved but this still needs to analysed by us.
Transit tariffs have been published but is also restricted to a  year-long.
The regulator is seriously considering changing the tariff structure from a
distance related structure to a entry/exit type structure.
The first hearing on the law (directive transposition) at the parliament has
been delayed from spring 2001 to summer 2002. Regulated tariffs will not
likely be put in place until 2003.

Let me know if you need more information.

Bruno

---------------------- Forwarded by Richard Shapiro/NA/Enron on 06/08/2001
10:06 PM ---------------------------
From: Bruno Gaillard/Enron@EUEnronXGate on 06/01/2001 07:14 PM GDT
To: Richard Shapiro/NA/Enron@Enron
cc:

Subject: EdF capacity auctions

Information on capacity release program (VPP) in France

Letter below to the consultants of EDF

Decision on Merger imposing capacity release

Trustee mandate that we proposed to the EU

Initial VPP proposal by EDF

 -----Original Message-----
From:  Sankey, Ross
Sent: 01 June 2001 09:51
To: de Gaulle, Pierre
Cc: Gaillard, Bruno; Philip Davies/LON/ECT@ENRON; Brun, Raphael; Brod, Simon;
Styles, Peter; Dindarova, Nailia; Shaw, Eric; Elliott, Mark
Subject: RE: EdF capacity auctions

All,

I would suggest we need to do the following :-

? Register for the auction and receipt of the IM asap.  Bruno could you
please discuss with Mark and put together our registration document.  I
assume that ECTRL meets the criteria of a trader "registered" in an EU member
state?  Does not appear to be any need to deal with credit support or other
regulatory "qualifiers" such as balancing agreements as yet.  Mark - agree?
Bruno - could you please take care of sending this registration letter (agree
with Pierre who should act as principal contact).
? Establish once and for all the role of Trustee and CRE in the process of
approving capacity release phasing, auction process for each phase and
product specifications AND understand how the "consultation" process will
work once we have the IM.  Hence need to discuss with MTF, then Trustee and
CRE asap ie in June if possible.  Preferably before we meet again with
PWC/Roth....

In addition to Pierre's comments, the PIM also states that strike prices at
least are subject to Trustee review but a number of areas need to be
questioned.

? Capacity Release Phasing.  PIM confirms the 5 year period of the remdey but
also says a review can be requested after 3 years.  Bruno - you need to
review the remedy doc, but I do not see how a 2 year phasing of capacity
release complies with the remedy (at least in spirit).  We would suggest
there is no impediment to offering the FULL remedy in a single phase.  If
theere is insufficient demand they can always have a fall back position to
release unsold capacity on a 6 monthly or annual basis through the 5 year
period.  The current proposal is no more than EdF trying to minimise capacity
release and/or extract max value (can't blame them for trying but it is not
what we want or what remedy requires).  EdF's only real argument is that
phasing will allow more new suppliers to enter at a later date as eligiblity
threshold drops in France.  However, since eligible demand already exceeds
total capacity release this would limit development of competition to
existing eligibles.  As a minimum the release programme for all capacity
should be clearly defined up front; not at the whim of EdF.  Peter - thoughts
on this and how, in context of remedy, we can argue for accelerated single
phase auction (with possible reauctioning of unsold capacity over 5 years)?
? Auction Process : qualifying criteria likely to be more defined in IM; but
no obvious problems here.  I am less sure about nature of auction process.
We obviously need to think it through more, but why not just have a simple
process based on single sealed bids (or an electronic bid process).  The use
of price "clock" controlled by the auctioneer may allow a reserve price to be
set which is clearly not the intent of the remedy - this should be set at
zero for all product groups not subjectively "to ensure excess demand" but
only for certain groups!
? Product Specs : need to understand what if anything can be changed here.
Strikes seem to be subject to Trustee approval, but we need to understand
what else can be influenced eg within day flex.  Since we have already
covered this in previous submissions to MTF, EdF etc this should be easy to
identify as we go forward.

Any comments?

Ross

 -----Original Message-----
From:  de Gaulle, Pierre
Sent: 01 June 2001 09:00
To: Sankey, Ross
Cc: Gaillard, Bruno; Philip Davies/LON/ECT@ENRON; Brun, Raphael; Brod, Simon;
Styles, Peter; Dindarova, Nailia
Subject: RE: EdF capacity auctions & other EU news

Point 1.5: This info is of a preliminary nature and is subject to change. In
addition, it is mentioned in point 6 that registered companies for the
auction will have the opportunity to ask questions and raise issues during
conferences, which will be then considered by EdF.

Specifications of the auction will be finalised by end August. This seems to
leave some room for a complete feedback from registered companies. Let's
discuss the content of the PIM.

I suggest to arrange anothe meeting with PWC/Rothschild in the next few weeks
(week 11-16 June).

What about a potential meeting with the Trustee about the PIM?

Pierre

From: Ross Sankey/Enron@EUEnronXGate on 31/05/2001 19:31
To: Bruno Gaillard/Enron@EUEnronXGate, Philip Davies/LON/ECT@ENRON, Pierre de
Gaulle/LON/ECT@ECT, Raphael Brun/LON/ECT@ECT, Simon Brod/LON/ECT@ECT
cc: Peter Styles/LON/ECT@ECT, Nailia Dindarova/LON/ECT@ECT

Subject: RE: EdF capacity auctions & other EU news

Bruno,

Quel surprise.  Should make your follow up with the MTF interesting as to the
role of the Trustee.

One point to note for both MTF and Albers at COMP - the lack of within day
flexibility is hardly in keeping with the intention of supporting development
of retail supply to end users with fluctuating demand.  Suppliers will thus
be at the mercy of EdF in the balancing market.

In addition, how on earth can they be allowed to take 2 years to complete the
process?  How does that fit with merger remedy?

Somewhat ironic that they have the document in English!

Lets discuss what if anyhting we can do after you have spoken with MTF.

Regards,

Ross

 -----Original Message-----
From:  Gaillard, Bruno
Sent: 31 May 2001 19:03
To: Philip Davies/LON/ECT@ENRON; Sankey, Ross; de Gaulle, Pierre; Brun,
Raphael; Brod, Simon
Cc: Styles, Peter; Dindarova, Nailia
Subject: RE: EdF capacity auctions & other EU news

Obviously a done deal - interestingly the Trustee is not mentioned. EDF has
the capacity offering on its web page
http://www.edf.fr/htm/en/enchere/enchere and has a detailed document in
English but not in French yet. They also has EFET under industry links as
well as the CRE, DIGEC.

Attached is EDF's presentation of the product. After a quick look, it seems
that flexibility is not a option (nomination at noon, and price has not
changed)

 << File: VPP MIP.pdf >>
Bruno

31/05/01 UK: EDF ISSUES DETAILS OF ITS FIRST CAPACITY AUCTION.
LONDON, May 31 (Reuters) - French utility Electricite de France (EdF)
announced on Thursday details of its first auction to sell electricity
production capacity to competitors. EdF was required by the EU Commission in
February to give access to some of its generation capacity as a condition for
EU approval of its purchase of a 25 percent stake in German utility EnBW.
In the next two years, EdF will auction a total of 6,000 megawatts which
include 1,000 MW of peak capacity sold at a price of 26 euros per megawatt
hour (MWh) and 4,000 MW of baseload at a price of eight euros/MWh.
In addition, 1,000 MW of cogeneration production capacity will be made
available. Production from cogeneration plants is bought by EdF from smaller
producers under long-term contracts.
"With such contracts, electricity suppliers and traders will be able to have
electricity without the technical and operational risks of running a power
plant," said EdF in a statement.
The price for cogeneration capacity will be made public a few weeks before
the auction as it depends on gas price movements, EdF said.
The auction will take place in several tranches, the first one starting in
September, when 200 MW of peak capacity will be auctioned, 800 MW of baseload
and 190 MW of cogeneration.
The whole 6,000 MW should be sold by October 2003.
EdF, which has a 94 percent share of the French generation market, has a
total installed capacity of 103,500 MW.

 -----Original Message-----
From:  Dindarova, Nailia
Sent: 31 May 2001 17:20
To: Gaillard, Bruno; Philip Davies/LON/ECT@ENRON
Subject: EdF capacity auctions & other EU news

FYI see attached
---------------------- Forwarded by Nailia Dindarova/LON/ECT on 31/05/2001
17:07 ---------------------------

 << OLE Object: Picture (Device Independent Bitmap) >>
"Sandra James" <Sandra_James@electricity.org.uk> on 31/05/2001 17:11:51
To: <david.love@british-energy.com>, <rob.plaskitt@british-energy.com>,
<shercock@compuserve.com>, <jgreen3@edisonmission.com>, "Gwyn Dolben"
<Gwyn_Dolben@electricity.org.uk>, <KHanks@enron.com>,
<Nailia.Dindarova@enron.com>, <Peter.Styles@enron.com>,
<mwedg90@entergy.com>, <alison.cole@innogy.com>, <DAVID.TOLLEY@innogy.com>,
<peter.heffer@magnox.co.uk>, <ALAN.CLARK@natpower.com>,
<David.Burnett@nie.co.uk>, <Gordon.Dunlop@nie.co.uk>, <Chris.Price@pgen.com>,
<david.densley@scottish-southern.co.uk>, <shamblyn@seeboard.com>,
<Brian.Samuel@txu-europe.com>, <Phil.Hardy@txu-europe.com>,
<andy.papageorgi@uk.ngrid.com>, <christine.brown@uk.ngrid.com>,
<judith.ward@uk.ngrid.com>, <louise.petchell@uk.ngrid.com>,
<michael.metcalfe@uk.ngrid.com>, <James.Sheward@uuplc.co.uk>,
<Arthur.Probert@yeg.co.uk>, <gail.antrobus@yeg.co.uk>,
<Gail.Silcock@yeg.co.uk>, <joanne.bridge@yeg.co.uk>
cc:

Subject: EdF capacity auctions & other EU news

Dear All

Please see attached news items from this afternoon, including details of
EdF's sale of capacity.

Regards

Sandra

*****************************************************************
This e-mail is confidential. It is intended only for the person named.
Unless you are that person, or authorised to receive this e-mail, you
must not copy or use it or disclose it to anyone else.  If you have
received this e-mail in error, please contact the sender.  Thank you
for your cooperation.
Electricity Association Services Limited, 30 Millbank, London  SW1P 4RD
(Reg. in England No: 2366837).
*****************************************************************
 - eunews 31may pm.doc << File: eunews 31may pm.doc >>


Donna, please move the following people:

		Terry Kowalke - September 20

		John Buchanan - September 21

		Lynn Blair - September 24

	Thanks. Lynn


Vince, there was a trustees' meeting (during dinner) which I attended.
Here are a few things that were discussed there:

1. April 4th is the date when different companies representatives will come
on UT campus to tell MBA
students about their companies and job opportunities. The companies will have
to pay a small fee (about
$200) to be able to participate.

2. Trustees' continued support for in-class presentations, Finance Challenge
program and practicums.
I understand that UT wants you to give some classes in the autumn semester
for MBA students.

3. Some companies (like Reliant) select some well defined projects and give
them to UT students to
work on for a few months. Students work in teams and discuss their progress
with Ihud Ron and then
report results to the company.

Regards,

Tanya.


I need to leave around 4:45 today to get to a repair shop at the north end of
town before they close.  I will also be taking a half day vacation Friday
afternoon.


--
Tom Schneberger
Director of Business Operations
Safety Compliance Management
Phone: (925) 362-2265
Fax:   (925) 362-2268
Website: www.scm-safety.com

------ Forwarded Message
> From: "William H. Vederman" <vederman@tdl.com>
> Date: Sat, 29 Dec 2001 12:56:52 -0800
> To: eb alum <eb-alumni@haas.berkeley.edu>, sf alum
> <sf-alumni@haas.berkeley.edu>, sb alum <sb-alumni@haas.berkeley.edu>,
> mba01@haas.berkeley.edu, mba02@haas.berkeley.edu
> Subject: Haas Connection, Thurs., Jan 10, 7:30PM
>
> Happy New Year.  It was nice, but  it's back to business.  The first
> East Bay Chapter Haas Connection won't be this first Thursday because we
> arbitrarily decided for you that you can't take it that soon after the
> holidays.
>
> The Bears Lair on campus has been renovated. A member of the Class
> of'01 is now with their beverage distributor, and he suggested we
> congregate there. Thus are great deeds done.  We'll be there Thursday,
> January 10.
>
> Business Mixer:  Networking and industry info.  The smell of Haas.
> C'mon out.
>
> All Haas Alums and Haas Students welcome.
> It's FREE!
>
> Thursday, January 10,2002(!), 7:30-10:00PM
> The Bears Lair (next to the ASUC store on campus)
>
> Regards,
> Bill Vederman MBA'93
> President
> HAN East Bay Chapter
>

------ End of Forwarded Message