----- Forwarded by Steven J Kean/NA/Enron on 03/19/2001 07:50 AM -----

	Christie Patrick@ECT
	03/15/2001 10:02 AM

		 To: Alice Weekley/ENRON_DEVELOPMENT@ENRON_DEVELOPMENt, Jordan
Hunter/FGT/Enron@ENRON, Stephen Veatch/Enron@EnronXGate, Frank S
Wang/Corp/Enron@Enron, ricardo_n_calvo@urscorp, roger_w_gunther@ursc
		 cc: Steven J Kean/NA/Enron@Enron, Danny McCarty/ET&S/Enron@Enron, Mike
McConnell/HOU/ECT@ECT, Kelly Kimberly/Enron Communications@Enron
Communications, Lauren Iannarone/NY/ECT@ECT, Mark Palmer/Corp/Enron@ENRON
		 Subject: Calypso Tribal Letters

Friends,

The statute should be reviewed by whichever lawyer is supporting the project.

 As I mentioned to Alice Weekley, I am unfamiliar with the recent amendments
referenced requiring the notice for projects that do not actually cross
reservation property. The amendment does not surprise me though.

 In the past, for example, during the Transwestern expansion in '91, we
developed a comprehensive NAGPRA plan with tribes whose reservations we
crossed, yet neighboring tribes were included--the thinking by the various
State Historic Preservation officers was that unearthed remains (bones,
funerial objects, pottery pieces, holy objects, etc) may have belonged to
tribes other than those from whose reservation they were ultimately
unearthed.  It made for a VERY VERY long and complicated plan and
consultation process....not only when objects were unearthed, but simply
putting the required anticipatory plan and procedures in place PRIOR to
construction.  (It gives me a chuckle: my late husband, Leonard Hilton, who
was in charge of the TW project, is likely rolling in his own grave at the
mere thought of Enron having to put another of these plans
together..Haha!!)   As I said, I've not read the amendment , but hopefully it
only legally requires 'notice'---yet, in my nearly 20 years of practicing
law, I've rarely seen  a 'notice' that didn't crack the door or sound the
alarm of further buerocratic opportunity!

For your further information, I have met Billie Ray Cypress personally and
he's a decent and seemingly reasonable guy with a huge casino on the rez ;
yet these personal attributes frequently go by the wayside when it comes to
'perceived economic opportunity'.
 Chief James Billie,[chief of the Seminoles, 2nd largest/2nd wealthiest tribe
in North America] on the other hand, is shrewd in business, dictitorial in
management, and personally , has an ego bigger than Texas, behavior to match,
and is proud of it!! --which makes him a ton of fun to be with if he likes
you--he wrestles alligators, writes rock and roll and "plays"in whatever
stage opportunity is presented him--as long as he can be the center of
attention.  The Seminoles have not only a tribal web site, James Billie has
his own!!  Check it out--it's a hoot!!  He has been chief for about 25 years
(and I'm guessing he's maybe in his early 50's).  The Seminoles have
recognized significant economic development under James, but he is definitely
a "My way or the highway" kind of guy--he loves you, hates you, or ignores
you--and he has a tribal council that is respectfully terrified of him. If
any activity smacks of anything James Billie doesn't like, he'll know no
limits in stopping it...remember, this guy wrestles alligators!! No Joke!

I don't recognize the other names on the list, but I think it's clear from
both the beurocratic issues, as well as the specific tribal issues incident
to each affected tribe, everything associated with the process should be
executed with all of this in mind.  I'd be happy to speak with the project's
lawyer to discuss this further, if information beyond that set forth above
would be helpful.

Thanks!

--Christie.

----- Forwarded by Christie Patrick/HOU/ECT on 03/15/2001 08:53 AM -----

	roger_w_gunther@urscorp.com
	03/15/2001 08:32 AM

		 To: alice.weekley@enron.com
		 cc: jordan.hunter@enron.com, stephen.veatch@enron.com,
frank_s_wang@enron.com, christie.patrick@enron.com,
ricardo_n_calvo@urscorp.com
		 Subject: Calypso Tribal Letters

Alice:

Janus Research sent the enclosed letters to me;  I understand that they
have been modified per your discussions with them.  Also enclosed is a
summary document outlining recent revisions to Section 106 (National
Historic Preservation Act).

Regards,

Roger

(See attached file: Section 106 regs (1).doc)(See attached file: Fred
McGhee 3-7-01.doc)(See attached file: James Billie 3-7-01.doc)(See attached
file: Jerry Haney 3-7-01.doc)(See attached file: R. Perry Beaver
2-7-01.doc)(See attached file: Billie Cypress 3-7-01.doc)
 - Section 106 regs (1).doc
 - Fred McGhee 3-7-01.doc
 - James Billie 3-7-01.doc
 - Jerry Haney 3-7-01.doc
 - R. Perry Beaver 2-7-01.doc
 - Billie Cypress 3-7-01.doc


yes, cool!


no, we have it
thanks
dp

 -----Original Message-----
From: 	Hodge, Jeffrey T.
Sent:	Wednesday, October 31, 2001 4:59 PM
To:	Port, David
Cc:	Haedicke, Mark E.; Buy, Rick
Subject:	RE: Resolution

David:

	The revisions look fine to me.  Are you and/or Rick going to forward this on or do you want me to?

Jeff

 -----Original Message-----
From: 	Port, David
Sent:	Wednesday, October 31, 2001 4:57 PM
To:	Hodge, Jeffrey T.
Cc:	Haedicke, Mark E.; Buy, Rick
Subject:	RE: Resolution

Thanks Jeff - I made some change to make it line up with the changes we have already made and the proposed changes
 << File: Enron Corp Res.doc >>

 -----Original Message-----
From: 	Hodge, Jeffrey T.
Sent:	Wednesday, October 31, 2001 4:03 PM
To:	Buy, Rick; Port, David
Cc:	Haedicke, Mark E.
Subject:	Resolution

Rick and David:

	Attached you will find the proposed resolution.  Let me know what changes you need to make.

Jeff                  << File: Enron Corp Res.doc >>


Susan:
Regarding Kate's e-mail, I have left a voice mail for Richard Sanders as to
which office we should designate.  If you need to send out the ISDA draft
before I hear back from him and before Kate hears back from Canada, go ahead
and leave the address blank and we can fill it in later.
Carol


Enron North America (ENA) is interested in purchasing Phillips Petroleum
Company's volumes in the properties described in the attached E-mail dated
9/19/2000.   ENA would like to propose the following prices.  Prices assume
gas is being delivered to a pool.  If this is not the case please let us know
as prices would need to be adjusted for applicable transportation, fuel and
gathering and possibly price if the point is at a constrained location.

                                                   ANR S.E. Gathered   -
Inside F.E.R.C.  ANR  LA + $.0025
                                                   Columbia Gulf  -  Inside
F.E.R.C. COLUMBIA LA + $.0075
                                                   Destin - Inside F.E.R.C.
TRANSCO Zone 3 + $.01
                                                   Sonat  -  Inside F.E.R.C.
SONAT + $.0075
                                                   Tennessee  -  Inside
F.E.R.C. TENNESSEE  LA  + $.0075
                                                   Tetco -  Inside F.E.R.C.
TETCO  WLA  +  $.0075
                                                    Venice - Inside F.E.R.C.
TETCO ELA  +  $.0175
                                                    Trunkline  -  Inside
F.E.R.C.  TRUNKLINE LA  +  $.00
                                                    Transco  -  Inside
F.E.R.C.  TRANSCO +  $.0125

This E-mail is for discussion purposes only and is not intended to be
complete and all inclusive of the terms of the related transaction.  The
tranactions described herein are subject to further review and approval of
ENA and execution of difinitive agreements containing all appropriate
provisions, including those relating to credit and limitaion of damages.


Where are you?

-----Original Message-----
From: Dasovich, Jeff
Sent: Tue 5/8/2001 6:51 PM
To: Denne, Karen
Cc: Steffes, James; Guerrero, Janel; Kaufman, Paul; Shapiro, Richard;
McCubbin, Sandra; Mara, Susan; Tribolet, Michael; skean@enron.com; Landwehr,
Susan
Subject: Meetings w/Consumer Groups
Greetings:

Steve Kean and I met today with Jack Stewart, Pres. of the California
Manufacturer's and Technology Ass. and Alan Zaremberg, CEO of the California
Chamber of Commerce.

Jack Stewart was happy to hear about our efforts and is generally
supportive--particularly regarding direct access--but wants more information
regarding the core/noncore proposal.  We have a meeting set up for Thursday
morning at 8 AM in the SF office to discuss it further.  Stewart will bring
Keith McCrea, long-time lawyer for CMA to the meeting on Thursday.

Zaremberg was extremely happy to hear about our efforts and the overall
package, and was much more receptive to the core/noncore proposal.  Though
he, too, would like more details.  Turns out the he and Bill Hauck--former
Wilson administration official and now head of the California Business
Roundtable---have been walking the halls of the capital urging the same thing
we've been urging, i.e., D's and R's need to get together (read "grow up")
and do a comprehensive deal.

Steve and I had an impromptu meeting with Hauck, and then I followed up with
him in the afternoon---he, too, is very supportive.

We stressed how important it is for business leaders to aggresively support
and pitch:

1) the idea that both sides of the aisle, and the governor, need to resolve
this now, and
2) the framework for a comprehensive solution along the lines that we've
described.

They agree, and while we have a good bit of additional work to due before
they are vociferous advocates for the core/noncore proposal, they certainly
didn't reject the idea.

Will report back on the Thursday follow-up with CMTA.

Best,
Jeff


Sara,
 Mike Fowler forwarded me a copy of the prime broker clearing services
agreement sent to him by BuySide Direct, to facilitate the trading they would
like to do.  We would like to comment on item #23.  Input on #23 should be
Morgan Stanley and Goldman Sachs, the two prime brokers currently utilized
most by ECT Investments Inc.  Sheila Glover asked me to review and forward
comments to you.  The document looks like the standard prime broker clearing
services agreement that we have established in the past with other
executing/clearing brokers.  If you need anything else, my number is
713-853-1439.

Thanks,
Theresa
---------------------- Forwarded by Theresa T Brogan/HOU/ECT on 08/22/2000
08:32 AM ---------------------------

Mike Fowler@ENRON
08/21/2000 11:05 AM
To: Theresa T Brogan/HOU/ECT@ECT
cc:
Subject: Online Trading Platforms

As noted below, we would like to establish agreements with several online
corporate bond trading platforms, including Buy Side Direct which will be
used for trading convertible bonds and associated equity hedges.  As
suggested by Sheila, I will provide you with the agreement from Buy Side
Direct's clearing firm.  Please complete the appropriate sections to allow
their clearing firm to clear in an account in the name of our prime broker
designated for our benefit.

Thanks.

Mike
x39990

---------------------- Forwarded by Mike Fowler/Corp/Enron on 08/21/2000
09:31 AM ---------------------------

	Enron North America Corp.

	From:  Sheila Glover @ ECT                           08/18/2000 04:28 AM

To: Ted Murphy/HOU/ECT@ECT, William S Bradford/HOU/ECT@ECT, Sara
Shackleton/HOU/ECT@ECT
cc: Mike Fowler/Corp/Enron@ENRON, Jeff Kinneman/HOU/ECT@ECT, Madhur
Dayal/HOU/ECT@ECT, John Greene/HOU/ECT@ECT, David J Vitrella/HOU/ECT@ECT,
Selena Gonzalez/HOU/ECT@ECT, Theresa T Brogan/HOU/ECT@ECT, Aneela
Charania/HOU/ECT@ECT, Samantha T Davidson/HOU/ECT@ECT, Samantha
Boyd/NA/Enron@Enron

Subject: Online Trading Platforms

Ted, Bill and Sara,
ECT Investments Inc. is wanting to establish execution only agreements for
on-line trading for the Convertble and credit books.  These services are new
and the trading desk wants to be able to utilize.
We will establish only one relationship with ECT Investments Inc. at this
time and all clearance will be done through our prime brokers.  [Books are
maintained separately at all prime brokers.].
Sheila

---------------------- Forwarded by Sheila Glover/HOU/ECT on 18/08/2000 04:16
---------------------------

Mike Fowler@ENRON
17/08/2000 16:01
To: Sheila Glover/HOU/ECT@ECT
cc: Madhur Dayal/HOU/ECT@ECT
Subject: Online Trading Platforms

I'm working with Sara on legal issues related to Buy Side Direct.  Is my
understanding correct that approval from Risk Control and Credit is required
to initiate trading, and that you are requesting their approval for Buy Side
Direct as well as the other sites listed below ?

Please let me know if I should be involved in this process.  Any feedback
regarding expected timing of this approval would also be appreciated.

Thanks.

Mike
x39990

---------------------- Forwarded by Mike Fowler/Corp/Enron on 08/17/2000
01:55 PM ---------------------------

Mike Fowler
08/15/2000 10:21 AM
To: Sheila Glover/HOU/ECT@ECT
cc: Sara Shackleton/HOU/ECT@ECT, Jeff Kinneman/HOU/ECT@ECT, Madhur
Dayal/HOU/ECT@ECT

Subject: Online Trading Platforms

I am requesting that online trading agreements be executed with the following
bond trading platforms which we are evaluating:

         Site   Initial Corporate Bond Categories *       Type  Site Status

Buy Side Direct   Convertibles (+ Equity Hedge)  ** Cross Matching  Aug 15th
Launch

Trading Edge / Bond Link High Yield, Convertibles   Cross Matching  Live

LIMITrader   High Yield, Convertibles   Cross Matching  Live

Market Axess   Investment Grade   Multi-Dealer ***  August Launch

*   Additional corporate bond categories may be added in the future.  For
example, Market Axess expects to add high yield and convertible bonds within
3  to 6 months.

** John Greene is aware that convertible bond transactions through Buy Side
Direct will involve offsetting equity hedges.

*** We have execution agreements in place with all current Market Axess
dealers.

Potential benefits offered by online sites include trading flows and improved
execution efficiency.  In addition, these sites provide opportunities for
generating demand for EnronCredit.com credit derivatives, given that users of
these sites are buyers or sellers of corporate credit risk.  The ability to
trade will greatly enhance our evaluation of these sites.

As noted above, 3 of the 4 sites are cross-matching, where trading is
completely anonymous and the site's sponsor or clearing firm are the nominal
counterparty for all trades.   One of the 4 sites will be a multi-dealer
system where counterparties transact directly with a particular dealer.

Trades for all sites would be cleared through prime brokers with whom we have
existing agreements.

As you suggested, we should ensure that agreements with online trading
platforms allow for trading by ENA, ECT Investments and EnronCredit.com.   My
understanding is that Sheila's group would coordinate the opening of any
additional accounts required to facilitate trading by each entity.

I suggest that Madhur Dayal be designated initially at the person to receive
notification of material changes to agreements.  We should retain the ability
to change this contact person.

Thanks.

Mike
x39990


Mike:  Here are my comments.  Apologies for the fact that they are quick and
dirty.

All Enron's public statements that I have read, including, I think,
statements made to financial analysts, state that our exposure in California
is not "material."  Dennis' declaration says that the situation in California
has been a "financial disaster," that "Enron has lost over $300 million," and
that "Enron stands to lose millions more."  The losses are described as
"huge."  Perhaps this is information that has since been communicated to the
market, but I'm not aware of it.  And if it hasn't, it could represent a
significant conflict with previous statements.  Seems prudent to run this by
IR and perhaps others before releasing.
Regarding the statements about our hedging strategy.  It would seem prudent
to run this through the organization for comment and discussion prior to
making public.
Very minor technical point--I don't think that AB 1890 was passed
"unanimously."  I think that there was 1 nay vote.
The statement is made that "the utilities were required to sell off most of
their generating capacity."  The utilities were only required to sell off 1/2
of their fossil-fired plants (which I think at the time may have amounted to
about .2-.25 of their total gen assets).  They chose voluntarily to sell of
the remainder of their fossil-fired plants.
It is stated that stranded costs are "investments in imprudent power
generation facilities."  These investments were in fact found in the past to
be prudent by the PUC.  Would therefore not seem accurate to call them
imprudent now.
Is it now "virtually impossible to manage commodity risk" in California?
Just wondering if judge might view the statement as overstating the situation
somewhat.
From a PR perspective, I'm wondering if we want to characterize re-sourcing
UC/CSU in the following manner, "It was actually a relatively easy decision
to make."  Makes Enron sound perhaps excessively hard-nosed.

Best,
Jeff


FYI, refer to previous note.
---------------------- Forwarded by David W Delainey/HOU/ECT on 02/06/2001
07:06 PM ---------------------------

Christopher F Calger
02/06/2001 06:38 PM
To: Jeff Dasovich/NA/Enron@Enron, David W Delainey/HOU/ECT@ECT
cc:
Subject: CDWR Summary for Ken Lay

I made one adjustment - Pastoria offer is $58.80.


Now that we have implemented SAP, the BUs have come together to form teams to
fill the gaps and explore opportunities to make more efficient use of SAP in
the areas of Financial, Human Resources and Global Sourcing.  Melissa Becker
will coordinate the efforts of the various teams.

The Financial teams, including process leveraging (with Jan Johnson as lead)
and reporting (led by Mark Frank), will be working together over the next 6
to 12 months since their objectives touch or overlap in many areas.
Together, this effort is Project Sunrise.  The teams will be gathering
information from accounting personnel in each BU about key information needs
and key processes, to identify opportunities that would benefit all BUs as
well as to identify BU-specific opportunities that the BUs may wish to pursue.

The teams' objectives are to work with the BUs to:

1. Create better, more user-friendly reporting capabilities
A. Implement short term measures to address current "hot" reporting issues
(e.g., labor distribution and project management) (Susan Bellinghausen is
spearheading this effort.)
B. Develop and implement medium term measures to improve access to
information (e.g., data warehouse with web-based access)
C. Develop and implement longer term web-based tool addressing 4 key areas
(costs, P&L, counterparties and cash)
2. Improve processes to provide better quality, more timely information
A. Implement process changes required to execute reporting objectives
B. Shorten close process
C. Improve basic "blocking & tackling" related to controls
D. Share best practices among BUs

Representatives from the BUs working on these two teams will be:

Steve Thatcher  ENA
Caroline Lothian Europe
Joe Darensbourg International regions
Howard Selzer  International regions
Steve Frazier  EES
Madeline Chan  EBS
Dave Wittenburg ETS
Jill Erwin  Corp Acctg and EGF

The following are subject matter experts (SMEs) in various BUs and functional
groups who will spend varying amounts of their time in addressing specific
issues.

James Weitekamp ETS (planning)
Sayed Khoja  EGM
Allen Ueckert  International regions (project systems)
Glenn Kobes  Tax
Brandee Sanborn ISC

We will continue to identify others who will share their expertise.

The following people will be working specifically on data warehouse and
web-based reporting initiatives:

Beverly Fennesey ISC
Li Chan   ENA
Pat Cagney  EES

The teams will begin by interviewing persons identified by the CAO of each
BU, to determine their information needs and to review their processes, while
continuing to develop the data warehouse and creating the web-based reporting
tool.  The efforts of the process leveraging and reporting teams are vital to
our being able to quickly obtain key information to run our businesses.  I
appreciate all of your efforts to date with regard to SAP and now, Project
Sunrise.  The ultimate success of these efforts depends on all of us working
together to learn to fully utilize and optimize the new tools we have
available to us.  Thanks again for all your help.


Golf is scheduled for 2pm Saturday.  Lousy start time but evidently they have
a tournament of some sort on Saturday morning.  Let me know if you can play
or not.  It is only you and I.  Phone numbers are:  work 713.853.6177.  Home
281.320.1240.  Also please email your phone numbers for future reference.  No
one has them.


Attached is a Word document with my notes from the PG&E meeting last Thursday August 1.
I am also including an Excel spreadsheet that shows how the PX credit is calculated under the various methods that have been discussed.

My conclusion is:
PG&E continues to make unpredictable and arbitrary decisions without applying with the CPUC.  If not for the PX receivable, I would recommend an immediate protest to halt this behaviour.
They are also bending the existing rules so far as to strain credibility.

The SCE method of calculating a PX credit is the best choice both from a logical perspective and does not require an adjustment to our mark.  (Again, setting aside the PX receivable issue.)  Many external parties support it, the CPUC is heading in this direction.
It makes sense because it keeps DA customers paying for the services they use, i.e. T&D.
DA may be getting a "break" to the extent the current generation rate pays for "past sins", i.e. if market prices are below embedded generation plus the 3-cent surcharge.  This is where a yet-to-be determined nonbypassable CTC may come from.

Setting the PX credit equal to the Market Price is unlikely to be approved, on a go-forward basis.  If PX Credit = Market, the  DA customer will only pay frozen rates.  Although this confirms to AB1890 since the rate freeze is not technically over, it is unlikely that this will go forward since:
bundled customers are paying more than rate-freeze rates
there is no agreed-upon market price


Here is the file, if I forgot to attach.


gngr
713-853-7751


fyi..
---------------------- Forwarded by Sheila Glover/HOU/ECT on 11/20/2000 08:07
AM ---------------------------

	From:  Sheila Glover                           11/17/2000 12:16 PM

To: Shona Wilson/NA/Enron@Enron, Chris Abel/HOU/ECT@ECT
cc: Tom Doukas/NA/Enron@ENRON, Markus Fiala/LON/ECT@ECT, Jeff
Kinneman/HOU/ECT@ECT, Paul Pizzolato/HOU/ECT@ECT, Richard Sage/LON/ECT@ECT,
Bryan Seyfried/LON/ECT@ECT, David A Wall/Risk Mgmt/LON/ECT@ECT
Subject: Debt Trading Daily Loss violation November 16, 2000


---------------------- Forwarded by Bill Williams III/PDX/ECT on 02/06/2001
04:06 PM ---------------------------

Bill Greenizan
02/06/2001 08:22 AM
To: Bill Williams III/PDX/ECT@ECT, John Zufferli/CAL/ECT@ECT
cc:

Subject: Transmission for Feb 7/01

ECC picked up some non-firm transmission for a few hours on Feb 7/01. Here
are some details:


FYI
---------------------- Forwarded by Richard Shapiro/HOU/EES on 08/21/2000
02:50 PM ---------------------------
From: Thane Twiggs@ENRON_DEVELOPMENT on 08/21/2000 02:30 PM
To: Harry Kingerski@EES, James D Steffes@EES, Richard Shapiro@EES
cc:
Subject: CAL PUC

The commission just passed on a 3/2 vote the Duque position.  Duque was the
plan where "approximately 70% of all residential customers who consume 500
kWh or less will pay no more than $68 per month for electricity."  "The plan
will alsoensure that the approximately 70% of all commerical customers who
consume 1,500 kWh or less will pay no more than $220 per month."

Commissioner Lynch fears that the Duque plan will be tied up in legal
disputes rather than provide rate relief to the consumers.


Liz,

I will be out of the office the morning of Wednesday, Feb. 14, 2001.

Thanks,

Errol


I will be out of office Monday 11/26 and be back on Tuesday. Please contact TMS oncall if you need any assistance.
Thanks,
Wayne


To All,

There will be a shutdown of electricity panels controlling the data
connections in the Student Services Bldg on Friday, April 13th at 5AM - 7AM.?

The shutdown is due to installation of a new circuit breaker in the Student
Services Building.? Other equipment outside of computers and fax machines
will still have power and not be affected.

Thank you for you understanding and cooperation.

Jennifer Jensen
Facilities? Supervisor
Haas School of Business
S545 Student Services Bldg.
University of California
Berkeley, CA? 94720-1900

Tel:? (510) 642-9106
Fax:? (510) 642-4700


All,

In advance of the performance feedback which will be given to the trading track participants, I would be grateful if you could forward me a copy of your completed written Performance Review Evaluation form for your respective Trading Track Analyst/Associate by Tuesday, 24th July.   All written evaluations will be reviewed  by John Lavorato in advance of any feedback given.

Attached is the updated rotation list.

Please call me with any questions in relation to the above.

Kind regards,

Karen.
x54667


Hi Gregg,

FYI.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 11/06/2000 11:30
AM ---------------------------
From: Joel Ephross on 11/06/2000 11:22 AM
To: Kay Mann/Corp/Enron@Enron, Sarah Wesner/Corp/Enron@Enron
cc:

Subject: Enovate

i faxed comments on the CA and note to Heather at Bracewell earlier today.
Would like to see copies of the LLC Agreement and the propsed guaranty.

Who from tax and accounting is reviewing this deal?

Is there a reason for member guaranties rather than equity funding agreements
or note purchase agreements or any other structure?

Is a DASH/GASH prepared?

Who in legal handled the formation of the Enovate entity? [just in case I had
questions about structure, etc.]


---------------------- Forwarded by Kay Mann/Corp/Enron on 03/23/2001 01:16
PM ---------------------------

Kay Mann
03/23/2001 12:59 PM
To: Jeffrey T Hodge/HOU/ECT@ECT, jkeffer@kslaw.com, Ben Jacoby/HOU/ECT@ECT,
Chris Booth/NA/Enron@Enron
cc:

Subject: NW my comments in blue

March 23, 2001

Enron North America Corp.
1400 Smith Street
Houston, TX  77002-7361
Attention:  Benjamin F. Jacoby
                 Executive Director

Re:  Acquisition of General Electric 7EA Turbines

Ladies and Gentlemen:

Pursuant to our discussions last week, the following summarizes the main
commercial terms agreed to by NorthWestern Corporation (&NorthWestern8) and
Enron North America Corp. ("ENA") regarding NorthWestern,s purchase through
the LLC referred to below or as otherwise accomplished without violation of
the Turbine Contract referred to below (the &Purchase8) of two (2) General
Electric (&GE8) 7EA combustion turbines (the &Turbines8), the first of which
is presently located at a GE storage facility, and the second of which is
scheduled to be available for delivery in February, 2002, and both of which
are subject to purchase from GE under an agreement with GE dated as of May
31, 2000 (the &Turbine Contract8) with respect to which ENA has the right to
cause a joint venture limited liability company in which, prior to commercial
operation of the Turbines, ENA holds a 20% equity interest and a wholly-owned
NorthWestern subsidiary (the &NorthWestern Subsidiary8) holds an 80% equity
interest (the &LLC8) to become the purchaser:

1.  Purchase Price:  NorthWestern will pay ENA $48.0 million for the Turbines
(subject to adjustment as described below). [Adjusted how?  Need specific
reference. Is the statement that the payment is for the turbines consistent
with the structure?  Definitely sounds like a UCC deal,  for what that,s
worth.]
2.  Closing Date of Purchase:  The Purchase will close on a date on or prior
to September 1, 2001, as selected by NorthWestern by not less than 30 days,
written notice to ENA,(provided that such notice may not be given less than
30 days after the signing of a definitive agreement relating to the
Purchase).  [What happens at closing?  Payment of the balance?  In the
interim are we going to be obligated to perform under the GE contract in a
certain manner?  Are we taking on implied obligations to NW?]
3.  Cash Down Payment:  NorthWestern will pay ENA an $8.0 million down
payment for the Turbines.  The first installment ($3.0 million) of the $8.0
million down payment will be due upon the signing of a definitive agreement
with ENA providing for the Purchase.  The second installment ($5.0 million)
of the $8.0 million down payment will be due at the earlier of (i) closing of
the Purchase, or (ii) July 15, 2001. [The remaining $40m due at closing, as
well as any other amounts due to changes, etc?]
4.  Liquidated Damages:   If, prior to the assignment of the Turbine Contract
[is proper reference to closing?], the purchaser under the Turbine Contract
receives any liquidated damages under the Turbine Contract, then ENA will
give notice thereof to NorthWestern as promptly as possible. [Then what?]
5.  Carry Period:  ENA will provide an interest-free carry on the unpaid
purchase price of the Turbines until July 15, 2001. If the closing of the
Purchase occurs after July 15, 2001, then the unpaid purchase price of the
Turbines will be increased by interest at the rate of 7.5% per annum on the
unpaid purchase price of the Turbines ($40.0 million) for each day from, and
including, July 15, 2001 to, but excluding, the closing date.
6.  Dual Fuel Conversion on Unit 2:  ENA will not proceed with this change
order to effect the conversion.  Instead, it will be the responsibility of
NorthWestern to effect the change order with GE.  [does this mean they will
be negotiating a change order while E Next is still the purchaser? Are we
committing to pay for the increase?  Does the purchase price increase?  Is
there a limit?]
7.  Unpaid Price of Second Turbine:  At the time of closing, one or more
installments of the purchase price of the second Turbine will be payable to
GE under the Turbine Contract (the &Unpaid Installments8).  ENA will be
obligated to pay the Unpaid Installments to GE as they become due under the
Turbine Contract.
8.  Guarantees:   There will be no guarantee by Enron Corporation of any of
the representations, warranties, covenants, indemnities or other obligations
of ENA in connection with the Purchase.  All obligations of the LLC under the
Turbine Contract, as well as all obligations of the NorthWestern Subsidiary
to ENA in connection with the transaction, will be guaranteed by NorthWestern
Corporation.

[governing law? Limit on remedies/damages for this letter? Dispute resolution?

NorthWestern and ENA have acknowledged that, subject to review and approval
of the structure of the Purchase and the negotiation of final documentation
relating to the Purchase (which documentation will incorporate the commercial
terms set forth above), the above commercial terms have received all
necessary NorthWestern and ENA internal approvals. [Is this true for Enron?]
In light of this acknowledgement, NorthWestern and ENA (by signing this
letter in the space provided below and returning the same to NorthWestern)
agree to negotiate, in good faith, to agree upon such structure and such
documentation, with a view to executing and delivering a mutually acceptable
definitive agreement relating to the Purchase as promptly as practicable. For
the avoidance of any doubt, it is expressly stated, acknowledged and agreed
that each of NorthWestern and ENA must be satisfied with such structure and
such documentation in its own discretion.

[I question whether there is enough wiggle to keep this from being a binding
obligation to sell]

By agreeing to the commercial terms set forth in this letter (by signing this
letter in the space provided below and returning the same to NorthWestern),
ENA grants NorthWestern, and NorthWestern grants ENA, an exclusive &no shop8
period through the close of business on Friday, April 13, 2001; and ENA
agrees that, during such &no shop8 period, ENA will not discuss or negotiate,
directly or indirectly, with any person or entity other than NorthWestern for
or in respect of the purchase or other acquisition by such person or entity
of the Turbines; and NorthWestern agrees that, during such &no shop8 period,
NorthWestern will not discuss or negotiate, directly or indirectly, with any
person or entity other than ENA for or in respect of the purchase or other
acquisition by NorthWestern of turbines from such person or entity..  As
consideration for ENA agreeing to such &no shop8 period, NorthWestern will
pay to ENA, via wire transfer on the date of receipt by NorthWestern of ENA,s
signed agreement, $1.0 million (the & No Shop Payment8).  The No Shop Payment
will not be subject to refund by ENA for any reason or upon any circumstance
(including, without limitation, failure of NorthWestern and ENA to agree upon
the structure of, and enter into a definitive agreement relating to, the
Purchase).

If ENA is in agreement with the foregoing, then please so indicate by signing
this letter in the space provided below and returning the same to
NorthWestern (by facsimile at 605/978-2840 and to the attention of the
undersigned).

       Very truly yours,

       NORTHWESTERN CORPORATION

       _____________________________
       By: Michael J. Young
       Title: Senior Corporate Counsel

AGREED AS AFORESAID AS OF THIS 23rd  DAY OF MARCH 2001:

ENRON NORTH AMERICA CORP.

________________________________
By: Benjamin F. Jacoby
Title: Executive Director

[Need a different Enron signatory]


yes.


Effective 1/1/2001 . . . . . . . .

---------------------- Forwarded by Rebecca W Cantrell/HOU/ECT on 12/14/99
05:03 PM ---------------------------

	Enron North America Corp.

	From:  Rebecca W Cantrell                           11/10/99 05:39 PM

To: Julie A Gomez/HOU/ECT@ECT, Chris Meyer/HOU/ECT@ECT, Ruth
Concannon/HOU/ECT@ECT, Judy Townsend/HOU/ECT@ECT, Theresa
Branney/HOU/ECT@ECT, Paul T Lucci/DEN/ECT@Enron, Jane M Tholt/HOU/ECT@ECT,
Mike Grigsby/HOU/ECT@ECT, Steven P South/HOU/ECT@ECT, Frank
Ermis/HOU/ECT@ECT, Susan W Pereira/HOU/ECT@ECT, George Smith/HOU/ECT@ECT,
Randall L Gay/HOU/ECT@ECT, Jim Homco/HOU/ECT@ECT, Colleen
Sullivan/HOU/ECT@ECT, Hunter S Shively/HOU/ECT@ECT, Cary M
Carrabine/HOU/ECT@ECT, Ray Hamman/HOU/EES@EES, Michael H Garred/HOU/EES@EES,
Katherine L Kelly/HOU/ECT@ECT, Robert Superty/HOU/ECT@ECT, Laura
Luce/HOU/ECT@ECT, Steve Morse/HOU/ECT@ECT, Scotty Gilbert/HOU/ECT@ECT, Cary M
Carrabine/HOU/ECT@ECT, Edward Terry/HOU/ECT@ECT, Scott Neal/HOU/ECT@ECT,
Robert Shiring/HOU/ECT@ECT, Tori Kuykendall/HOU/ECT@ECT, Mary
Solmonson/HOU/ECT@ECT, Terri Walker/OTS/Enron@ENRON
cc:
Subject: 2000 GRI Surcharges

Just a reminder that the GRI surcharges will go down for all member pipelines
a bit effective 1/1/99, per the Settlement approved by FERC in April, 1998.
Here are the rates through 2004:

Rates (cents per Dth)
	1999
		2000
			2001
				2002
					2003
						2004
Commodity	0.75	0.72	0.7	0.5	0.4	0.0
High Demand*	23.0	20.0	9.0	6.0	5.0	0.0
Low Demand*	14.2	12.3	5.5	3.7	3.1	0.0
Small Customer	1.8	1.6	1.1	0.8	0.6	0.0

*refers to high load factor or low load factor customers.


Here is the model that Delmarva sent to us, which needs to be run through a
WinZip file.  You may want to check it against the previous model they sent
to us to see what has changed.  I will be putting together questions on the
model they sent over.  Let me know when you would like to sit down and go
through them.  Bruce - you may want to go through it to check the O&M
assumptions.  Bruce, if you have any questions please give myself or Erin
Norris a call. Thanks
Ben
---------------------- Forwarded by Benjamin Rogers/HOU/ECT on 12/13/99 09:16
AM ---------------------------

Patrick Smith <PatrickAlan@compuserve.com> on 12/09/99 05:51:21 PM
To: Benjamin Rogers/HOU/ECT@ECT
cc: Linda Swoy <LFSwoy@tecoenergy.com>, Tom Zenner <thz@compuserve.com>,
David Odorizzi <DOdorizzi@compuserve.com>
Subject: Delmarva Peaking Project

Mr. Rogers,

At the request of Linda Miller & Tom Zenner of TMPV, I am attaching the
Delmarva Peaking Project Proforma.  It is zipped in Excel format.  If you
have any problems, please do not hesitate to contact me at 713-546-2578.

Regards,
Patrick Smith
 - enron120999.EXE


This is a post-only mailing.  Please do not reply to this message.

November 1
WHAT HAPPENS AFTER THE PEOPLE VOTE?
Press Briefing
Walter Berns, American Enterprise Institute; Robert A. Goldwin, American
Enterprise Institute; and Norman J. Ornstein, American Enterprise Institute
Wednesday, 10:30*11:30 a.m.

November 3
DOES GOVERNMENT SPENDING  HARM THE ECONOMY?
Tax Policy Seminar
Fabio Schiantarelli, Boston College
Friday, 9:00*11:00 a.m.

THE HERD OF SACRED COWS IN HEALTH  POLICY: A TEST FOR THE NEXT  CONGRESS AND
NEW PRESIDENT Friday Forum
Newt Gingrich, American Enterprise Institute
Friday, 12:30*2:00 p.m.

November 6
IS THE ISRAELI-PALESTINIAN *PEACE* PROCESS DEAD, AND IF SO, WHAT NEXT?
Conference
Steven Bryen, Lean Power; Doug Feith, Feith and Zell; Hillel Fradkin,
American Enterprise Institute; Charles Krauthammer;* Richard N. Perle,
American Enterprise Institute; and David Wurmser, American Enterprise
Institute Monday, 4:00*6:00 p.m.

November 9
ELECTION WATCH 2000
Karlyn H. Bowman, Norman J. Ornstein, William Schneider, and Ben J. Wattenberg
Thursday, noon*2:30 p.m.
November  12*13
SHADOW OPEN MARKET COMMITTEE MEETING
Sunday, 2:00*6:00 p.m.
Monday, 11:00 a.m.*noon

November 13
ART IN AN ERA OF INTOLERANCE
Bradley Lecture Lynne A. Munson, American Enterprise Institute
Monday, 5:30*7:00 p.m.
November 16
THE VIRTUE OF PROSPERITY: FINDING VALUES IN AN AGE OF TECHNO-AFFLUENCE
Book Forum
Dinesh D'Souza, American Enterprise Institute
Thursday, 5:00*7:00 p.m.

November 29
JIANG ZEMIN'S LEGACY: BEIJING'S LATEST POLICIES ON REFORM, SUCCESSION, AND
TAIWAN
Willy Lam, South China Morning Post
Wednesday, 11:45 a.m.*1:30 p.m.

* invited

All events are in the Wohlstetter Conference Center, AEI, twelfth floor.
Contact: Elizabeth Bowen, 202.862.5880


The Summer Associate Program is a critical component of our recruiting
efforts.  We appreciate you acting as a Mentor  for the following Summer
Associate.

Vince,

A reception to introduce you to the Summer Associates is scheduled for June
22nd.  The reception will be held from 6:00 PM until 7:30 PM at Sierra's
Grill located at 4704 Montrose (713-942-7757).  We have also provided the
Summer Associate with your name and phone number; however, we encourage you
to contact Guiseppe prior to the reception if possible.

Please RSVP your attendance to Cheryl Kuehl at x39804 or by email.

Thank you

Charlene Jackson


hi kate,
these sean crandall deals need contacts.  can you please get a good contact
name (and phone #) and i will put in a gcp request to have it added to the
drop down list in deal entry.
i'm too lazy to press the shift key lately, sorry -no caps.
thanks for your help!
kim


Notice No.:  01-153
May 4, 2001

To:
All NYMEX Holdings, Inc. Stockholders

From:
Donna M. Talamo, Director
Office of the Corporate Secretary

Re:
NYMEX HOLDINGS, INC. ) CANDIDATES, FORUM

Please be advised that a NYMEX Holdings, Inc. candidates, forum is scheduled
to be held on WEDNESDAY, MAY 9, 2001 at 3:45 P.M. on the 10th floor in the
Boardrooms of the Exchange, One North End Avenue, New York, New York
10282-1101.

At that time, each candidate will be given the opportunity to address the
audience  regarding his position in connection with the special elections of
Board Directors scheduled to be held on Wednesday, May 23, 2001.

Inquiries regarding the aforementioned may be directed to Donna Talamo at
(212) 299-2372.

__________________________________________________
Please click on the link below to indicate you have received this
email.

"http://208.206.41.61/email/email_log.cfm?useremail=tana.jones@enron.com&refdo
c=(01-153)"

Note: If you click on the above line and nothing happens, please copy
the text between the quotes, open your internet browser,
paste it into the web site address and press Return.


Frank -

Attached you will find copies of the ETA, Privacy Policy and Terms of Use for
Clickpaper.  I have attached a revised version and clean version. Overall, my
comments were extremely limited as these documents are in good shape.

Please let me know if you should need anything further.

Please note that I have placed a 5/01 notation in the footer of both the
privacy policy and the ETA so that we can track the version, since there was
no indication of how else to track them.  If you need to change this, please
remember to delete this reference.

Mark
Senior Counsel, EWS
Phone:     713-345-8897
Facsimile: 713-646-3490
E-Mail:      Mark.Greenberg@enron.com

	Frank L Davis/ENRON@enronXgate
	05/15/2001 02:41 PM

		 To: Mark Greenberg/NA/Enron@ENRON
		 cc:
		 Subject: FW: EOL & Clickpaper Legal Docs

 -----Original Message-----
From:  Davis, Frank L.
Sent: Thursday, May 10, 2001 10:00 AM
To: Taylor, Mark
Subject: EOL & Clickpaper Legal Docs

Mark,

Attached below are the legal documents for EOL and Clickpaper.  I'll come to
your office to discuss possible issues.

Thanks!

Frank
x37235


FYI

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 01/23/2001 02:34 PM -----

	Sara Shackleton
	01/22/2001 09:11 AM

		 To: Jimdelani@aol.com@ENRON
		 cc: Brant Reves/HOU/ECT@ECT
		 Subject: Re: ENERGY NEW ENGLAND / ENRON ISDA STATUS INQUIRY

Jim:  We delivered a draft to our trader on 2/7/00 and I believe that you
also received a copy.  We would need to re-evaluate given the lapse of time
since the prior draft.  Thanks.  Sara

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

	Jimdelani@aol.com
	01/17/2001 04:11 PM

		 To: Sara.Shackleton@enron.com
		 cc:
		 Subject: ENERGY NEW ENGLAND / ENRON ISDA STATUS INQUIRY

Sara:

Just doing a follow up inquiry regarding the status of our request for an
ISDA Agreement with Enron. Also to inquire if there is anything else you may
need as part of your eveluation.

Thanks
Jim Delani


See attached.  Please provide comments/feedback ASAP so final copy can be
circulated as needed.


Whatup ladies . . . Matt, are you goin to Val's wedding . . . Bryan, what
are your plans this weekend . . . I'm goin fishin Sat., but wanna go out
Sat nite . . . give me a holler . . . . word up

Regards,

Kevin A. Boone
Accenture--Houston
(Octel) 713.837.1638
(Client) 281.848.1619
(C) 713.306.7940
(H) 713.864.4149
Kevin.A.Boone@accenture.com

Our web address is http://www.accenture.com


Mark Younger
Vice President
Slater Consulting
69 Werking Road
East Greenbush, NY  12061
518-286-1937 ph
518-286-1941 fax

 - BIC motion ELR-CLR 11-34.doc


----- Forwarded by Richard B Sanders/HOU/ECT on 12/01/2000 07:55 AM -----

	James D Steffes@ENRON
	11/01/2000 01:25 PM

		 To: Richard B Sanders/HOU/ECT@ECT
		 cc: Paul Kaufman/PDX/ECT@ECT, Richard Shapiro/NA/Enron@Enron
		 Subject: Order issued by FERC , EL00-95-000

Richard --

Here is the FERC Order on California issues.

Along with this Order, the question has been raised whether or not this Order
effectively tells the CPUC that they have no authority in wholesale matters
and we will not give them the information they are requesting in their
Subpoena?  Maybe we should ask Mike Day and Dan Watkiss for their opinion on
this matter before we do anything else in terms of responding?

Jim

----- Forwarded by James D Steffes/NA/Enron on 11/01/2000 01:22 PM -----

	Christi L Nicolay@ECT
	11/01/2000 11:10 AM

		 To: James D Steffes/NA/Enron@Enron, Mark Palmer/Corp/Enron@ENRON, Marcia A
Linton/NA/Enron@Enron, Richard Shapiro/NA/Enron@Enron
		 cc:
		 Subject: Order issued by FERC , EL00-95-000

---------------------- Forwarded by Christi L Nicolay/HOU/ECT on 11/01/2000
09:53 AM ---------------------------

"Nancy Pickover" <npickover@bracepatt.com> on 11/01/2000 11:13:35 AM
To: <Christi.L.Nicolay@enron.com>, <donna.fulton@enron.com>,
<jhartso@enron.com>, <marcie.milner@enron.com>, <mary.hain@enron.com>,
<smara@enron.com>, <snovose@enron.com>
cc: "Andrea Settanni" <asettanni@bracepatt.com>

Subject: Order issued by FERC , EL00-95-000

The order issued from today's meeting is attached.  It is approximately 80
pages.

 - EL00-95.1


for your entertainment.  mhc

---------------------- Forwarded by Michelle Cash/HOU/ECT on 11/08/2000 11:23
AM ---------------------------
From: Marla Barnard@ENRON COMMUNICATIONS on 11/07/2000 12:49 PM
To: Michelle Cash/HOU/ECT@ECT@ENRON
cc:
Subject: Re: Che Club Meeting - This Lunchtime - was rather lonely

You really don't want me doing your laundry - just ask my husband how many
pair of pink underwear he has as a result of my laundry ability!

	Michelle Cash@ECT
	11/07/00 11:45 AM

		 To: David Oxley/HOU/ECT@ECT
		 cc: Cindy Skinner/HOU/ECT@ECT, Tim O'Rourke/Corp/Enron@Enron, Marla
Barnard/Enron Communications@Enron Communications, Pam
Butler/HR/Corp/Enron@ENRON, Neil Davies/Corp/Enron@ENRON, Gerry
Gibson/Corp/Enron@Enron, Robert Jones/Corp/Enron@ENRON
		 Subject: Re: Che Club Meeting - This Lunchtime - was rather lonely

Cindy, Tim, Marly, Pam, and Neil --

I will make my house available for you do do the first week of laundry this
weekend.  How about 6:30 am on Saturday?  After that, you can schedule it at
your convenience for the rest of the 4 weeks.

I am prepared for you ; I bought Tide, Downey, and Bounce, as well as spray
starch for all the ironing that needs to be done -- don't worry, I only have
5-6 full-sized tablecloths and about 15 of Trey's shirts to be ironed.  That
shouldn't take too long.

See you then.

Michelle

David Oxley
11/06/2000 01:45 PM
To: Cindy Skinner/HOU/ECT@ECT, Tim O'Rourke/Corp/Enron@Enron, Marla
Barnard/Enron Communications@Enron Communications, Pam
Butler/HR/Corp/Enron@ENRON, Neil Davies/Corp/Enron@ENRON
cc: Gerry Gibson/Corp/Enron@Enron, Michelle Cash/HOU/ECT@ECT, Robert
Jones/Corp/Enron@ENRON
Subject: Che Club Meeting - This Lunchtime - was rather lonely

Gerry, Michelle and I rather enjoyed our discussion at lunch time. It was
highly productive and I would like to thank those who took the time out of
their very busy schedules to attend.

In no small way related to the high calibre of the people at the meeting and
the skills of the facilitation, we accomplished a great deal. For ease of
reference and to make sure you each are clearly on you action before our next
meeting, here is a summary:

General Minutes
The group voted David, Michele and Gerry as the most intelligent and
attractive members of the HR community
Gerry had the most interesting strory about disciplining people who are
always late for meetings by having their houses visited by a radical
Californian based sect who do the reverse of an exorcism.
The average IQ of those present was measured as over 200 (thanks to Michelle).
Gerry won the tic tack tow tournament
I won the biggest feet competition

Follow up action points
It was agreed that Tim, Cindy, Marla, Neil and Pam would do the laundry for
Michelle for the next 4 weeks.
It was agreed that Tim, Cindy, Marla, Neil and Pam would clean David and
Gerry's houses every Tuseday and Thursday for the next month (Gerry is
concerned about his antique china and has requested that Neil doesn't visit
his home).
All the wrongs of the world are to be solved and the necessary actions
implemented by Tim, Cindy, Marla, Neil and Pam by next Monday at 5pm central
time (including third world debt and world hunger).

Thanks

David


FYI
 -----Original Message-----
From: 	KirkGForrest@aol.com@ENRON
Sent:	Wednesday, October 31, 2001 10:02 AM
To:	Derrick Jr., James
Cc:	Kean, Steven J.
Subject:	Hello from Tulsa

CONFIDENTIAL

Good morning, gentlemen.  Mutual colleagues in the energy industry have suggested that I contact you directly about joining the Enron organization in a senior legal or business capacity.

I relocated from San Francisco to Tulsa in 1996 when I was recruited to join MAPCO in a General Counsel's position.  A year later, MAPCO was acquired by Williams, where I have served as one of four Associate General Counsel.  I have now learned that in a merger (even one billed as a merger of equals), it is preferable to be on the buyer's side rather than to be included among those who have been acquired!!!  Thus, I am seeking new opportunities at the Deputy/Associate General Counsel level.

Williams and Enron share many of the same businesses, operations and values.  The experience gained at MAPCO/Williams, coupled with general leadership and management skills, is easily portable to another energy company. Moreover, the Company's current difficulties may create the need for a senior lawyer with substantial litigation, government investigation and policy advocacy experience.

I get to Houston often and would very much like to meet with you even if only for an exploratory discussion. My CV is attached; also, I will send to you, under separate cover, a profile which was published in Diversity & the Bar magazibe, the quarterly insert to Corporate Counsel Monthly.

My office telephone number is 918-523-3354; I look forward to meeting with you  shortly.  Thank you for your consideration.

Very sincerely,

Kirk G. Forrest

 - Cv-1.doc


The year-end performance evaluation process is a great opportunity for
employees and their supervisors to review accomplishments for the year and
identify opportunities for personal growth.  Additionally, it is an
opportunity for each of us to provide meaningful performance feedback to help
others.  This memo is intended to summarize the major elements of this
important process and clarify the timeline for year-end 2001.

(Note: ETS employees on self-directed work teams that participate in the
Skill-based Pay program will complete team and peer performance reviews as
they have in the past and are exempted from the discussion that follows.)

Feedback and Evaluation
Employees will solicit 360 feedback on their performance via the PEP system.
The supervisor will use this feedback, along with other performance data
about the employee, to prepare a written evaluation of the employee,s
performance for the year.  The employee and supervisor will then meet and
discuss this evaluation which provides an objective measure of the employee,s
performance against expectations.  The performance evaluation is an
opportunity to discuss accomplishments, areas for improvement and goals for
the next year.  No overall performance rating will be designated.

? PEP System open for feedback   November 19 - December 7
? Performance discussions with supervisor December 10 - January 14
? Written evaluations due to HR   January 15

Training for all employees on how to use the PEP system will be available via
online tutorials.

Compensation
Increases in an employee,s base pay for merit, promotion or equity can be
recommended by an individual supervisor based on the employee,s performance,
current responsibilities and salary.  Division Head approval is required.

As always, incentive awards are paid at the discretion of the Enron Board
Compensation Committee and the Enron Office of the Chairman based on company
and business unit performance. Once bonus pools are approved, individual
bonuses will be determined by division and department heads based on employee
performance.

Relative Talent Reviews
Relative talent reviews will occur beginning January 16, 2002 and will
include discussions of Managers and above.  The focus is not on relative
ranking but on identifying employees who best demonstrate the performance,
skills and behaviors that are valued at Enron.  Each Division will identify
its top 10% and discuss the utilization of its top talent.  Employees who may
be ready to assume greater responsibilities will be discussed.
Recommendations for promotions will be considered up through Senior Director.
 EGS executive management will review Vice Presidents and Managing Directors
and identify the top 10% in this officer group.  Nomination for promotions to
Vice President and Managing Director levels will be made to the Enron
Management Committee, which will make final decisions on these promotions.

If you have any questions about any aspect of this year-end process, I
encourage you to contact your HR representative.

Gary


Miguel, Please make sure Mark is in the loop.

 -----Original Message-----
From:  Haedicke, Mark
Sent: Friday, June 01, 2001 4:36 PM
To: Oxley, David
Subject: Re: Legal folks in ESA

I want to be involved as we are in the process of signing up employment
contracts with Sami Arap, Louise Wantanabe and Vicki Martinez.  John Novak
and I need to approve all the changes.  Thanks.

Mark

	David Oxley/ENRON@enronXgate 06/01/2001 03:27 PM 	   To: Mark E
Haedicke/HOU/ECT@ECT  cc:   Subject: Legal folks in ESA

Kishkill is planning to adjust a couple of the legal guys salaries (Valle,
Calo). This part of a broader "retention" initaitive in response to concerns
over competitors raiding us. How much do you want to be involved?

David


Hi Tana,

We did have it set up in the system without "Inc." but I got a request from
the settlements group to add "Inc." to the name.  I personally verified it
with the counterparty, and changed the record in GCP.  Lexis-Nexis shows that
it was incorporated in California in 1984 as Pacific Forest Resources, Inc.
Yes, please fax the articles to 713 646 5797, so I can get this clarified
once and for all.

Thanks,

Cheryl x33103

 -----Original Message-----
From:  Jones, Tana
Sent: Friday, May 25, 2001 11:25 AM
To: Johnson, Cheryl
Cc: Schott, Samuel
Subject: RE: ClickPaper Approvals, 05-14-01 _ GCP Response

Re: Pacific Forest Resources

Unless this is another company or they have changed their name subsequent to
the execution of the ISDA Master in 1998, we have an ISDA Master in place
with this counterparty and have a copy of their Articles of Incorporation in
the file, and there is no "Inc." at the end of this company's name.  If you
would like me to send you a company of the company's Articles of
Incorporation I will be happy to do so.
----- Forwarded by Tana Jones/HOU/ECT on 05/25/2001 11:22 AM -----

	Samuel Schott/ENRON@enronXgate 05/22/2001 02:52 PM 	   To: Aparna
Rajaram/ENRON@enronXgate, Kelly Lombardi/ENRON@enronXgate, Steve
Venturatos/ENRON@enronXgate, Tanya Rohauer/ENRON@enronXgate, Tom
Moran/ENRON@enronXgate, Tana Jones/HOU/ECT@ECT, Frank L
Davis/ENRON@enronXgate, Ken Curry/ENRON@enronXgate, Nicole
Hunter/ENRON@enronXgate, Lesli Campbell/ENRON@enronXgate, Angela Y
Brown/ENRON@enronXgate, Amber Ebow/ENRON@enronXgate, Karen
Lambert/ENRON@enronXgate, Fraisy George/ENRON@enronXgate, Tandra
Coleman/ENRON@enronXgate, Wendi Lebrocq/ENRON@enronXgate, Thu Pham
Arnold/ENRON@enronXgate  cc:   Subject: RE: ClickPaper Approvals, 05-14-01 _
GCP Response

 Any GCP adjustments will be highlighted in blue.

  << File: CP 05-14-01.xls >>
 Rgds.

 Samuel x3-9890
 Enron Net Works _ Global Counterparty Team


Group,

We are long on Sunday.  15 mws for HE 12-20 at NP15 in PGE3 at $25.  I made the deals as DA schedules in CAPS.  I have made the purchase from the APX and the sale to imbalance (#685979, #685978).

We are long on Monday.  Shaped schedule.  Price of $35.

	HE 10:	35
	HE 11:	30
	HE 12:	25
	HE 13-17: 15
	HE 18: 10
	HE 19-21: 15

I have made the purchase from APX and the sale to the imbalance in Enpower (#685980,685981).
Schedules are in CAPS under ST-WBOM.  Templates have been submitted Day ahead.

Please make real-time purchases from the Calimbalance and corresponding sales under ST-WBOM in Enpower during real time.

Please call me with questions. 503-887-3449

Thanks,
Bill


All,

The unofficial word on the street is that deal closing is slated for Feb 7 and UBSWenergy launch is Feb 11.  Our intention is to launch financial products only for our regions beginning with Summer '02 through Cal '03.  As we are successful in signing up counterparties to reach a critical mass, we'll be adding products that are closer to the front of the curve (less correlated to NG.)  We need to do this to protect ourselves from "ambushes" by single parties when we don't have a critical mass of players that we can lay risk off with.

Please note that, as a result, we may "only" have a couple of more weeks to play with in terms of studying up and refreshing ourselves on the fundamentals in our respective regions.  Therefore, I'd like each of you to fill-in the information listed on the attached document for the region listed by your name.  Feel free to use any resources you need (fundies, etc.) and have them finished by next Thurs. (2/7).  Someone please nominate yourself to format each paper in the same manner and have them all put together in one binder nice and pretty.  Have a goodie.

Flet

	ECAR (Cinergy) - Krugh
	MAIN (ComEd) - Ave'
	SERC (TVA) - Jackie
	SERC (SOCO) - Twisty
	SPP (ENT) - New Boy


Comments?
---------------------- Forwarded by Richard Shapiro/NA/Enron on 04/12/2001
01:29 PM ---------------------------
From: Tom Briggs on 04/12/2001 11:46 AM
To: Richard Shapiro/NA/Enron@Enron, Alan Comnes/PDX/ECT@ECT
cc:

Subject: Reliant Negawatt proposal

I have attached a proposal prepared by Reliant.  Reliant hopes that it is
something that Enron can support (with any modifications).  Steve Walton has
concerns about the role of the WSCC.  ELCON supports the concept with some
other modifications.  I recognise that there are issues. Nonetheless, to
respond to Barton's short term emergency measures, it would be usefule to
know whther a negawatt program across the WSCC can be im[plemented by June.


----- Forwarded by Mark Taylor/HOU/ECT on 06/01/2001 06:27 PM -----

	Mark Taylor 06/01/2001 06:27 PM 	  To: "McGovern, William" <McGovernW@SEC.GOV>@ENRON  cc:   Subject: Graduation Photos

There would have been more of these if I could just learn to keep my fingers out from in front of the lens......

<Embedded StdOleLink>


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> DELL & ENRON ClickAtHome ORDER CONFIRMATION
>
> Thank you for your Enron ClickAtHome order!  Please read and retain this
> e-mail for your records.  It contains important information relating to
> your order that should be used in any future communications with Dell.
>
> Your Dell customer number is: 12831599
>
> Your order number is:  504041195
>
> Your total "Out of Pocket" amount:  $ 384.13
> The total "Out of Pocket" amount includes upgrade costs, shipping and
> taxes.
>
>
> Your Online Sales Point of Contact:
> We are here to assist you with your order if needed. Our office hours are
> Monday- Friday, 8am-7pm Central Standard Time.  You can reach our office
> by calling 1-866-220-3355 or through e-mail at:
> US_EPP_Clickathome@dell.com <mailto:US_EPP_Clickathome@dell.com> .
>
> Estimated Ship Date:
> We estimate that your order should be shipped on or before 01/25/01.
> Although we do not anticipate a delay in your order, we cannot guarantee
> the shipping date as we occasionally run into unexpected delays in
> manufacturing.  Your order is being shipped to you under Dell's terms and
> conditions of sale found at: www.dell.com <http://www.dell.com>.
>
> Total Satisfaction Policy:
> If you wish to cancel your order for any reason within 30 days, we'll
> refund amounts paid by you, minus shipping costs, no questions asked.  You
> are responsible for the cost of shipping your system back to us.
> EPP Customer Care contact options: 1-866-220-3355,  option 4 or use the
> e-mail box  US Relationship EPP@dell.com .
>
> How to Check Order Status:
> If you would like to check the status of your order, please call Dell's
> automated order status inquiry system at:  1-800-433-9014, or visit Dell's
> Order Status Page at: <http://wwwapp.us.dell.com/us/en/ordstat/index.asp>.
>
>
> You can also register to have Dell e-mail you when your order is shipped,
> by going to:
> <http://wwwapp.us.dell.com/us/en/ordstat/watchreg.asp?ordnum>.
>
> How to reach a Technical Support Representative:
> Once you have received your equipment, if you need to contact a Dell
> technical support representative, please call 1-866-220-3355, option 3.
> You will be asked to give your "Service Tag Number".  The "Service Tag
> Number" is a five digit alphanumeric number written on the white bar code
> label on the back of the system.  Please have this number ready before you
> contact the technical support representative.
>
>
> Thank you for participating in the Dell/ Enron ClickAtHome program.  It is
> my pleasure to work with you.
>
> Sincerely,
>
> Robb Wheeler
> Dell Computer Corporation
> Online Order
> Relationship Employee Purchase Program
> Robert_Wheeler@dell.com <mailto:Robert_Wheeler@dell.com>
>
>
>
>
>


Here is the letter and an attachment that you will need to complete to move
the CNG meters from the CES' pools to ENA's pools.  There are some
highlighted notes that I put on the letter that tells you what you need to
do.    You will probably just want to attach a spreadsheet list of the meters
that you are moving for each letter.  The list will need to include the
producer information also.  You will need to do one of these letters for all
the agg point pools.  I filled out everything for you on the attachment all
you need to do is make sure you attach the appropriate list of meters.

Please call me if you have any questions.  (614) 718-6340

Thanks,
Heidi


Team,

As everyone knows, we will use DealBench (a secure on-line platform) as a
virtual due diligence room and for more. We are in the process of uploading
electronic copy of due diligence documents, plant pictures, due diligence
list, management presentation with voices of developers and more on
DealBench.

Attached is the first draft of DealBench instruction I prepared. You will
receive invitation email(s) to DealBench. Please read attached instruction
and  log onto DealBench. Please give us any comments on using DealBench based
on your experience. We will improve this instruction and send out to Phase II
bidders next week.

Regards,

Jinsung Myung
(713-853-7330)


Rick, et al:

Thank you so much for such a special evening.  I really enjoyed dinner, and the rare occasion to catch up with all of you.  It meant a lot to me that you were willing to give up an evening with your family to wish me well.

It has truly been a privilege to work with such talented colleagues (as Amr would say).  I will miss working with you, and I will miss your friendship.

Thanks again.

Lisa


FYI - Let's discuss.  --Sally
---------------------- Forwarded by Sally Beck/HOU/ECT on 04/04/2001 09:54 AM ---------------------------
From:	Kerry Roper/ENRON@enronXgate on 04/03/2001 01:55 PM
To:	Sally Beck/HOU/ECT@ECT
cc:
Subject:	Forecast for 2001

Sally,
One of the things that Greg Piper has asked me to do is to take a look at the rest of the year and get each of the VP's to assess their margins and EBIT for the remainder of 2001.  For Energy Operations, that is usually very easy since there has been no revenues, and all of the costs are allocated out, so there should be zero EBIT if nothing changed.  Given your present direction, however, you may be generating some margin in 2001.  Do you have a feel for an amount I can put into our analysis and will 100% of your costs continue to be billed out or will some be applied to this new activity? I am hoping to put something together next week, so if you or a designate could let me know in a few days I would appreciate it.

Kerry Roper (x5-4895)


Start Date: 1/28/02; HourAhead hour: 12;  No ancillary schedules awarded.  No variances detected.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final Schedules\2002012812.txt


Please see attached file.  If you have any questions, please call me at (713) 345-3858.


i'm not a big prince fan - she might want to though

Brian Hoskins@ENRON COMMUNICATIONS
11/17/2000 09:12 AM
To: Eric Bass/HOU/ECT@ECT@ENRON
cc:
Subject: Re: Keneally's

sure.

do you and Shanna want to go to the Prince concert?  Tickets go on sale
tomorrow.

Brian T. Hoskins
Enron Broadband Services
713-853-0380 (office)
713-412-3667 (mobile)
713-646-5745 (fax)
Brian_Hoskins@enron.net

	Eric Bass@ECT
	11/17/00 08:30 AM

		 To: Shanna Husser/HOU/EES@EES, Timothy Blanchard/HOU/EES@EES, Matthew
Lenhart/HOU/ECT@ECT, Chad Landry/HOU/ECT@ECT, Bryan Hull/HOU/ECT@ECT, Brian
Hoskins/Enron Communications@Enron Communications, Hector Campos/HOU/ECT@ECT,
Luis Mena/NA/Enron@Enron, Lisa Gillette/HOU/ECT@ECT, Christa
Winfrey/HOU/ECT@ECT
		 cc:
		 Subject: Keneally's

Anyone up for Keneally's after work today?


----- Forwarded by Gerald Nemec/HOU/ECT on 02/06/2001 02:53 PM -----

	"David Locascio" <dlocascio@bracepatt.com>
	01/30/2001 06:22 PM

		 To: <kcglc@alltel.net>, <dwight.beach@enron.com>
		 cc: "Jay Sonnenberg" <jsonnenberg@bracepatt.com>, <gerald.nemec@enron.com>,
<apalizzi@yahoo.com>
		 Subject: O&M Agreements

Attached please find the execution copies of both O&M Agreements.  The only
change I have made is the one we discussed at the end of Section 8.4.  Please
let me know if you wish to discuss.

Jay, unfortunately, I would just print out these documents in lieu of the
hard copies I previously gave you. However, keep and use the budget schedules
I gave you.

Best regards.

David W. Locascio
Bracewell & Patterson, L.L.P.
711 Louisiana, Suite 2900
Houston, Texas  77002-2781
phone: 713.221.1396
fax:      713.221.2134
email: dlocascio@bracepatt.com

CONFIDENTIALITY NOTICE
This message is being sent by or on behalf of a lawyer.  It is intended
exclusively for the individual or entity to which it is addressed.  This
communication may contain information that is proprietary, privileged or
confidential or otherwise legally exempt from disclosure.  If you are not the
named addressee, you are not authorized to read, print, retain, copy or
disseminate this message or any part of it.  If you have received this
message in error, please notify the sender immediately by e-mail and delete
all copies of the message.

 - Execution Copy of O&M AGREEMENT for LUMBERTON.doc
 - Execution Copy of O&M Agreement for Elizabethtown.doc


Rex:

It was a pleasure meeting you yesterday.  As you requested, I would suggest
the following as your first line of contact for legal matters:

Leslie Hansen (*36121) Non-Disclosure Agreements or Letters of Intent/MOUs
Tana Jones (*33399) Same -- Please copy Tana on any e-mails sent to me.  Tana
does a wonderful job managing projects in the pipeline.
Anne Koehler (*33448) Matters relating to potential equity investments and
other structured relationships
Travis McCullough (*31575) Anne's back-up if she is not available

If in doubt, feel free to call me, and I can track down the appropriate
contact for you.

I have spoken with Mike Haney re the Confidentiality Agreements.

Regards,

Leslie


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January 26, 2002

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Dude thanks for the words.  I appreciate.  It has been a tough month.  I am
back in portland for good now and would love to see you if your time frame
allows.  How long are you in the state?  I  or have a wierd work schedule in
which I work three days on t-hen two days off for four shifts in a row nt
then get a six day break.  Why don't you give me a call at 503-228-7767 or on
my cell at 503-702-0463 some time this evening or in the next few days.  Hope
to see you while you are here


HAPPY BIRTHDAY!!!!!!!!!!!!!!!!!!!!!!!!


Thursday and Friday at 10:30 AM.

Best,
Jeff

	Ginger Dernehl
	03/20/2001 03:01 PM

		 To: Jeff Dasovich/NA/Enron@Enron, Susan J Mara/NA/Enron@ENRON, Mark
Palmer/Corp/Enron@ENRON, Linda Robertson/NA/Enron@ENRON, Paul
Kaufman/PDX/ECT@ECT, Steven J Kean/NA/Enron@Enron, James D
Steffes/NA/Enron@Enron, Janel Guerrero/Corp/Enron@Enron
		 cc: Joseph Alamo/NA/Enron@Enron, Cindy Derecskey/Corp/Enron@Enron, Lora
Sullivan/Corp/Enron@ENRON, Lysa Akin/PDX/ECT@ECT, Maureen
McVicker/NA/Enron@Enron, Marcia A Linton/NA/Enron@Enron, Linda J
Noske/HOU/ECT@ECT
		 Subject: Conf. Call re: California

Rick would like to schedule a 90 minute conference call regarding
"California: A midcourse assessment of the campaign".  Please respond "ASAP"
which dates/times listed below will work best with your schedules.

Thursday, March 22  11:00am-12:30pm (CST)

Friday, March 23  10:30am - 12:00pm (CST)
    12:00pm - 1:30pm (CST)
    3:30pm - 5:00pm (CST)

gngr
713-853-7751


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shopping. And we've got hot new deals on airfare, hotel, and car rentals. -
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and more at www.desteo.com. Desteo offers the Web's most complete collection
of FREE travel guides, maps and brochures - plus a world of online
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can book domestic and international flights, arrange for rental cars and book
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I can give up my seat and sit in with  the commercial team, if that helps.

ckm

From: Roseann Engeldorf/ENRON@enronXgate on 05/08/2001 12:23 PM
To: Kay Mann/Corp/Enron@Enron
cc: Dina Snow/Corp/Enron@Enron

Subject: RE: Asset Financing - Structured Finance Presentation

No room at this one.  Maybe next week.  We are rapidly running out of room -
even for Schwartzenburg's folks!

Rose
 -----Original Message-----
From:  Mann, Kay
Sent: Tuesday, May 08, 2001 11:35 AM
To: Engeldorf, Roseann
Subject: Re: Asset Financing - Structured Finance Presentation

How about commercial folks?

From: Roseann Engeldorf/ENRON@enronXgate on 05/02/2001 02:20 PM
To: Sheila Tweed/HOU/ECT@ECT, Kay Mann/Corp/Enron@Enron, Barbara N
Gray/HOU/ECT@ECT, Dale Rasmussen/HOU/ECT@ECT, Karen E Jones/ENRON@enronXgate,
Ed B Hearn III/HOU/ECT@ECT, Matt Maxwell/Corp/Enron@ENRON, Lance
Schuler-Legal/HOU/ECT@ECT, Barton Clark/HOU/ECT@ECT, Kathleen
Carnahan/NA/Enron@Enron, Jeffrey T Hodge/HOU/ECT@ECT, John
Schwartzenburg/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Ann Elizabeth
White/HOU/ECT@ECT, Scott Dieball/ENRON_DEVELOPMENT@ENRON_DEVELOPMENt, Carlos
Sole/NA/Enron@Enron, Randy Pais/Corp/Enron@Enron, Jordan
Mintz/ENRON@enronXgate, Nora Dobin/Corp/Enron@ENRON, Brian D
Barto/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Larry Bishop/NA/Enron@Enron,
Cheryl Costa/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Jim
Desrochers/NA/Enron@Enron, Richard
Murphy/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, John G
Rigby/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Robert Sevitz/NA/Enron@Enron,
Keegan Farrell/NA/Enron@Enron, Joel Ephross/ENRON@enronXgate, Gareth
Bahlmann/ENRON@enronXgate, Julia H Chin/ENRON@enronXgate, Brenda L
Funk/ENRON@enronXgate
cc: Herman Manis/ENRON@enronXgate, William Fleenor/ENRON@enronXgate, Dina
Snow/Corp/Enron@Enron, Lisa Bills/ENRON@enronXgate, Shirley
Oliver/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT

Subject: Asset Financing - Structured Finance Presentation

We are planning a presentation on certain structure and contracting issues
related to power plant asset financing on Thursday, May 10th.  The
presentation will include lunch from Treebeard's and will begin at 11:30.  We
have scheduled 2.5 hours for the presentation; it may be shorter, depending
on the number of questions.

We plan to include the Portland folks by video-conference.   If you know of
others who would benefit from this presentation, please pass on this
invitation; I have not intended to exclude anyone who may want to attend.  If
there are others at remote locations, please let me or Dina Snow know so that
we can arrange for video-conferencing.  John, I asked Shirley for the names
of your contracts folks and have included them; I still have no information
as to whom else you want to include.  Therefore, please forward this to your
team members as you see fit.

Please RSVP to Dina Snow at X57099 or by e-mail to dina.snow@enron.com by
Tuesday, May 8th.

We will e-mail the conference room location when it is confirmed.

Thanks,

Rose


---------------------- Forwarded by Stuart Zisman/HOU/ECT on 12/16/99 12:58
PM ---------------------------

	Enron North America Corp.

	From:  Rodney Malcolm                           12/16/99 12:45 PM

To: Stuart Zisman/HOU/ECT@ECT
cc:
Subject: Summer - Winter Designation

Designation for Gas Index switch over
April through October - Summer
Nov through March - Winter or non summer


FYI

Tie Lines are back up.

Dave

 -----Original Message-----
From: 	Steiner, David
Sent:	Tuesday, June 12, 2001 8:21 AM
To:	Portland West Desk
Subject:	Tie Line to Houston (6)

All,

The tie line service to Houston is still unavailable.  I am working with teams in Houston to resolve the outage.  I will follow up when it is fixed.

Dave


Sally,

This is my stab at a consolidated list from the last 2 weeks.  We may have to
change the format to capture all the issues and explanations, but I wanted
you to have this for your meeting today. Rebooks are on the second sheet in
the workbook, but cover only the last week.

Let me know if you have questions or need additional info. I'll be working
with the business analyst to take over this reporting later this week, so
please comment at your convenience.

Debbie


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Tanya - I just got back from vacation to find this waiting.  Do we need to do
anything?

Mark
----- Forwarded by Mark Taylor/HOU/ECT on 10/04/2000 01:35 PM -----

	Shari Stack
	09/19/2000 01:17 PM

		 To: Mark Taylor/HOU/ECT@ECT, Tanya Rohauer/HOU/ECT@ECT
		 cc: Mark Tawney/HOU/ECT@ECT
		 Subject: Re: Palladium Insurance Letter of Credit

Mark/Tanya:

Just got this today out of the blue......  Could one of you please respond to
him? (I have not)

	Andy McComb <andym@powerscourt.bm>
	09/19/2000 12:41 PM

		 To: "'sstack@enron.com'" <sstack@enron.com>
		 cc: "James Horning (E-mail)" <james.horning@bankamerica.com>
		 Subject: Palladium Insurance Letter of Credit

Dear Shari,

Please be advised that Enron is still holding a letter of credit No. 7403213
in the amount of $7,000,000.

This letter of credit was provided by Palladium Insurance as credit support
for transactions which Enron terminated.

We request that Enron immediately return the letter of credit by overnight
to Bank of America at the following address:

 Bank of America
Insurance Division
231 South LaSalle Street
Chicago, Illinois  60697

Attn: Mr. James Horning

We would appreciate your confirmation of this action by return email or fax.

Yours sincerely,

Andy McComb
For Palladium Insurance Limited


All GC's

After utilizing the Gallup Peak Avoidance program and talking with Gary Choquette the following procedures should be used to minimize power usage during peak periods.  The unit should be slowed down when the digital Tri-State Power Peak In Progress (CLC) goes into alarm and reads "PEAK".  The unit should remain slowed down until the Tri-State Power Peak In Progress (CLC) returns to "NORMAL".  The program will be adjusted to insure the unit is slowed down long enough to avoid the peak.  The analog values are to provide advance warning that a peak may occur.  If you have any question call me at 713-853-1534.

Thanks
Dale


GOOD MEDIA ARTICLE EXPLAINING THE CALIFORNIA POWER MARKETS AND THE IMPACT OF
THE FERC PRICE CAP ORDER

ANY QUESTIONS, CALL ME.

 <<INTERESTING MEDIA ARTICLE 4-26-01.doc>>

Raymond C. Niles
Power/Natural Gas Research
Salomon Smith Barney
(212) 816-2807
ray.niles@ssmb.com

s

 - INTERESTING MEDIA ARTICLE 4-26-01.doc


Below are my responses to your email:

1.  Masters that limit weather trading or contain another trading limitation
in the master only:   per our conversation.
2.  CMS Marketing Services & Trading:  Trading is limited to fixed price
swaps, basis swaps, swing swaps and options.  This limitation is contained in
the Company's Trading Policy, which they have provided to us.   We cannot
trade anything except the types of products listed in the trading policy.
3.  Venezuela:  per Mark's conv. w/Dave Forster, we do not want to pursue the
due diligence on this country at this time.
4.  Phibro, Inc.:    see note #1
5.  Swiss Re:  See my note 11 below.
6.  Tokyo Mitsubishi:  We are preparing amendments that would be added to to
the Online and regular confirmations when they go out to deal with the lack
of legal terms in the master to do anything but interest rate and currency
transactions.  This should solve our problem so we should be able to open
them for trading any commodity.
7.  Trinidad & Tobago:  same comment as #3 above.
8.  UBS AG.  They recently sold their book and got out of the energy
commodity business so we should not be doing anything but FX and interest
rate transactions with them.  Their master is also trading limited, and we
could not trade energy commodities with them without amending it or doing a
fix similar to Tokyo Mitsubishi.
9.  Aspect Resources.  I discussed this one with Mark and Bill, and we have
agreed to open up Aspect for all trading under the Master.
10.  Brant-Allen:  Their Board of Directors limited the trading we did with
them to only the one trade we did under the master.  We cannot do any other
trading with them without specific pre-approval via a new resolution from
their Board of Directors.  So they are still "no" for online derivatives
trading.
11.  Insurance Companies:  With respect to trading with insurance/reinsurance
companies without a master in place, these types of counterparties have
special authority/legal issues that the online trading process does not
address.  When we do trades with this type of counterparty without a master
in place we get legal opinions, guarantees, articles of incorporation &
bylaws and other kinds of statutory documentation to evidence the approval
for this type of counterparties doing these types of transactions.  All kinds
of special representations are also added to the contract based on the type
of counterparty.  We therefore have to continue to say "no" to online trading
based on these special handling procedures.
12.  Cox and Perkins:  We could say "yes" to online derivatives trading,
however, would have to treat them like any other counterparty we did not have
a master in place with.
13.  Kinetic Resources.  Ditto comment 12 above.
14.  Midland Cogeneration.  Still under review as to regulated utility status.
15.  Praixair:  see comment #1 above.
16.  Tembec.  The bylaws of this corporation require that all contracts for
this counterparty must be executed by two officers from a list they provided
to us .  I spoke to Mark about this and they could not trade online unless
their Password Application was signed by two of the officers as directed
above.  Another way to solve this would be to get a special resolution from
Tembec's board of directors allowing only one individual to sign the Password
Application.  Either way, you cannot trade online without meeting these
special signatory requirements.
17.  EW Scripps.  Same comment as #1 above.
18.  Maritime Electric.  Is a Canadian utility.  No Trading.

Critical Changes to my list:

1.  Mexico:  Per our conversation, we are contacting outside counsel to
request legal advice as to whether online transactions are enforceable in
Mexico.  However, we can still not do financial trading without having a
master in place.
2.  Public Service Company of Colorado:  the person that signed the master
appears not to have the authority to sign the master, so until we get this
resolved, we are switching them to a "no".

Per my meeting today with Credit:

I've got 38 we disagree on, either as to whether they're a regulated utility
or an eligible swap participant.  I'll be working on those tomorrow and will
get back to you.

My Review of Your List:

List #1

1.  BP Exploration & Oil Inc.:  Originated from London Credit, missing from
your list.  This is a counterparty that both Houston & London trade with.
ECT has a master in place with them.  Trades would roll under the ECT
Master.  The master is the old ECT Form of master that limits the trading to
energy price swaps and options.  No weather.  Case of Credit override.5
2.  Elf Trading:  Both ECT and ECT International have masters in place and
trade with this counterparty.  Mark was going to talk to Louise about what to
do with these situations when we have more than one master in place.
3.  Morgan Guaranty Trust Company of New York:  We've got several overlapping
issues I am going to have to talk to London about.  First, here in the U.S.
Morgan got out of the energy commodity business.  We, in fact, "bought their
book".  We actually couldn't "buy their book" because of our low credit
rating relative to Morgan, so all their trades remain in place, 'tho all
payments go in and out through us and we act as servicer for their commodity
business.  Their master with ECT is bad, it only covers energy price swap
(not options!) and does not have the trade option rep which means if we were
to do an option transaction with them we would have to do a fix similar to
the Tokyo Mitsubishi fix.  Saying all that, I don't know what, if any,
trading Morgan continues to do outside the U.S.  I need to talk to London and
find out.  So Morgan right now is a big open issue.
4.  Vitol S.A.:   Both Houston and London trade with this counterparty.
Houston has a master with this counterparty.  Trades should be done under the
master.  The master does not cover weather, so this would be another case of
the Credit override.
5.  Missing counterparties from 1st list:   (1) Wisconsin Electric Power
Company, no master in place, not approved for trading, it is a utility, (2)
Wisconsin Gas Company, no master in place, not approved for trading, it is a
utility, (3) Wisconsin Power and Light Company, we do have a master in place,
approved for all trading, except weather, which is not covered in the master,
would have to be a Credit override, (4) Xeron, Inc., no master in place,
approved for all trading.

List #2

1.  Cabot Oil & Gas:  Missed "X" on final set of weather
2.  Callon Petroleum:  Missed "X" on final set of weather
3.  EIL Petroleum:  Missed "X" on final set of weather
4.  Fortune Energy:  Missed "X" on final set of weather
5.  Plains Resources:  Missed "X" on all weather
6.  PXRE Corp:  deleted final set of weather, good for weather deals only
7.  St. Mary Land & Exploration:  Missed "X" on final set of weather
8.  Stratum Group:  Missed "X" on final set of weather
9.  Tempest Reinsurance:  deleted final set of weather, good for weather
deals only
10.  Twister Gas:  Missed "X" on final set of weather
11.  United Salt:  Missed "X" on final set of weather
12.  West Texas Gas:  Missed "X" on final set of weather

List #3

1.  Bargo Energy:  Missed "X" on final set of weather
2.  Belco Oil & Gas:  Missed "X" on final set of weather
3.  Cross Timbers:  Missed "X" on all weather
4.  Encore Acquisition:  Missed "X" on final set of weather
5.  Norfolk Southern:  You've got them restricted for everything, I've got
them as "OK" for everything
6.  RMS Monte Christo:  Missed "X" on final set of weather
7.  Sapient Energy:  Missed "X" on final set of weather


----- Forwarded by Tana Jones/HOU/ECT on 04/02/2001 04:58 PM -----

	Walter Guidroz/ENRON@enronXgate
	04/02/2001 04:30 PM

		 To: Karen Lambert/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT, Samuel
Schott/HOU/ECT@ECT, Mark Taylor/HOU/ECT@ECT, Brant Reves/ENRON@enronXgate,
Debbie R Brackett/HOU/ECT@ECT, David Hardy/LON/ECT@ECT, Lesli
Campbell/ENRON@enronXgate, Cynthia Clark/ENRON@enronXgate, Enron Europe
Global Contracts and Facilities@ENRON, Enron Europe Global
CounterParty/LON/ECT@ECT, Stephanie Sever/HOU/ECT@ECT, Tom
Moran/ENRON@enronXgate, Claudia Clark/HOU/ECT@ECT, William S
Bradford/ENRON@enronXgate, Lisa Lees/HOU/ECT@ECT, Juana
Fayett/Corp/Enron@Enron, Jana Morse/Corp/Enron@Enron, Trang Le/HOU/ECT@ECT,
Paul Maley/LON/ECT@ECT, Sonya Clarke/LON/ECT@ECT, Tim Davies/LON/ECT@ECT,
Karen O'Day/NA/Enron@Enron, Tanya Rohauer/ENRON@enronXgate, Kelly
Lombardi/NA/Enron@Enron, Brian Lindsay/Enron Communications@Enron
Communications, EOL Call Center@ENRON, Bernice Rodriguez/HOU/ECT@ECT, Bill D
Hare/HOU/ECT@ect, Amy Heffernan/Enron Communications@Enron Communications,
Molly LaFuze/Enron Communications@Enron Communications, Danny Clark/Enron
Communications@Enron Communications
		 cc:
		 Subject: EOL approvals, 04-02-01

Please see attached.


Louise,

I would like to give you an update of GTV II inception document. I have obtained the signatures from most people on the sign-off sheet except Colleen Sullivan, Philippe Bibi, Beth Perlman, and Dave Nommensen, Colleen has been out. Philippe and Beth both have been out this week. Dave Nommensen did not want to sign the document. He felt that he could not sign it without having been involved in the requirement gathering or project estimations. Last week when we were working on the new requirements and the project estimate, Dave was on his spring-break vacation.

I will try to get Philippe and Beth's signatures when they are back early next week.

The development has started today. I will keep you updated on the progress of the development.

Regards

Zhiyong


Bob,
Sorry for the late response, I've been gone the last 10 days. I will not be
able to make the meeting on June 27. I do like Jack Dempsey's proposal. I'm
not sure I completely understand Mons' reasoning, but I believe the PSE
submission deadline should be left at 30 minutes for the following 2
reasons:

1. 3A1 is very explicit in its definition of transaction start time and
excluding the ramp time. If we change it to read "20 minutes prior
    to start" that would allow a tag to be submitted at 40 after.

2. If the 20 minutes verbage is to be used, then the the remaining verbage
defining transaction start time as excluding ramp time will
    need to be removed.

It was my understanding that both proposals intended to leave the real-time
deadline at :30 after.

However, I still have the same questions as a few weeks ago with respect to
the new BP's being put forth by the ESC/ESTF. Are we going to take into
account the BP's that the ECS/ESTF have put out/being commented on? The
schedule process BP has several ramping/timing changes, as well as frag
tags. They aren't asking whether or not we should adopt Eastern Connection
timelines, they're just doing it.

Personally, I don't think the majority of the WSCC's units can handle a 10
minute ramp, and the idea of finishing the ramp on the quarter is a prelude
to a perpetual time error correction and excessive inadvertent accounts.
However, that is being proposed.

I would appreciate someone else's opinion on where the proposed BP's fit in
with our goal.

Carmine Tilghman
Tucson Electric Power
Wholesale Marketing
(520) 745-7108


----- Forwarded by Alan Aronowitz/HOU/ECT on 10/17/2000 11:10 AM -----

	Justin Boyd
	10/16/2000 10:56 AM

		 To: Alan Aronowitz/HOU/ECT@ECT
		 cc:
		 Subject: EML acting as arranger

Alan

Here's Janine's response..

Justin
---------------------- Forwarded by Justin Boyd/LON/ECT on 16/10/2000 16:58
---------------------------

Janine Juggins
11/10/2000 08:29
To: Justin Boyd/LON/ECT@ECT
cc:

Subject: EML acting as arranger

If EML acts as an arranger in respect of certain large transactions executed
by a Metals affiliate (presumably non-EU - such as Metals New York) the
following tax issues arise:

1. There is a risk that EML will give the Metals affiliate a taxable presence
in the UK - this is exactly the same situation that we have with ECTRIC/EEFT
here we have the risk that ECTRIC will be deemed to have a UK tax presence
because EEFT acts as its dependent agent. We manage this risk by ensuring
that the commission earned by the agent adequately compensates the agent for
the functions it performs in the UK. A better understanding of who would do
what and where is required to formulate a view on this issue.

2. The commission earned by EML should not be subject to US tax (in addition
to UK tax) as (depending on the facts) it will probably be treated as
commission earned by EML in the ordinary course of its business as a
broker/dealer. The services performed by EML will be performed in the UK.
Again, need more info to conclude on this point.

3. Commissions charged by EML to the overseas affiliate should not bear UK
VAT.

Let me know if you need to run through the above in more detail.

Also, are you on this FX call re EOL this afternoon ? Do you have any further
background to it ? I think there are some significant issues.

Regards
Janine


I finished a spreadsheet for calculating historical correlations on forward curves. It gives the correlation matrix for contracts going out an arbritary number of months out. I think it might be a handy tool for some of you.

You may get that on O:\RESEARCH\CUSTOM\CORRELMATRIX\

It demands that you have access to our EGSPROD32 database. You must have that configured in your ODBC. It is a large spreadsheet, so it may take some computing resorces. Let me know if you find any problem.

Thanks.
Paulo Issler