Start Date: 4/2/01; HourAhead hour: 12;  HourAhead schedule download failed.
Manual intervention required.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final
Schedules\2001040212.txt
!!!An error occurred while attempting to initialize the Borland Database
Engine (error $2A04)
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Error: dbCaps97Data: Cannot perform this operation on a closed database
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Error: dbCaps97Data: Cannot perform this operation on a closed database
!!!An error occurred while attempting to initialize the Borland Database
Engine (error $2A04)
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Error: dbCaps97Data: Cannot perform this operation on a closed database
!!!An error occurred while attempting to initialize the Borland Database
Engine (error $2A04)
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Engine (error $2A04)
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Error: dbCaps97Data: Cannot perform this operation on a closed database
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Engine (error $2A04)
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Engine (error $2A04)
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Error: dbCaps97Data: Cannot perform this operation on a closed database
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Engine (error $2A04)
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Engine (error $2A04)
Error: Crawler lifetime exceeded.
Error: dbCaps97Data: Cannot perform this operation on a closed database
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Engine (error $2A04)
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Error: dbCaps97Data: Cannot perform this operation on a closed database
!!!An error occurred while attempting to initialize the Borland Database
Engine (error $2A04)
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Error: dbCaps97Data: Cannot perform this operation on a closed database
Error: dbCaps97Data: Cannot perform this operation on a closed database
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Engine (error $2A04)
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Engine (error $2A04)
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Engine (error $2A04)
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Engine (error $2A04)
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Engine (error $2A04)
Error: dbCaps97Data: Cannot perform this operation on a closed database
!!!An error occurred while attempting to initialize the Borland Database
Engine (error $2A04)
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Engine (error $2A04)
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Engine (error $2A04)
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Engine (error $2A04)
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Engine (error $2A04)
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Engine (error $2A04)
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Engine (error $2A04)
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Engine (error $2A04)
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Engine (error $2A04)
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Engine (error $2A04)
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Engine (error $2A04)
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Engine (error $2A04)
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Engine (error $2A04)
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Engine (error $2A04)
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Engine (error $2A04)
Error: dbCaps97Data: Cannot perform this operation on a closed database
!!!An error occurred while attempting to initialize the Borland Database
Engine (error $2A04)
!!!An error occurred while attempting to initialize the Borland Database
Engine (error $2A04)
!!!An error occurred while attempting to initialize the Borland Database
Engine (error $2A04)
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Engine (error $2A04)
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Engine (error $2A04)
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Engine (error $2A04)
Error: dbCaps97Data: Cannot perform this operation on a closed database


Disregard Sublette's A-line H20 readings at register# 7079. Scott at Sublette station is having George Marshall remove it from the system. Sublette is not flowing up the A-line anymore. We need to continue to focus on the B-line moisture.

Ed


CALENDAR ENTRY:	APPOINTMENT

Description:
	John Buchanan - Oncall

Date:		8/25/2001
Time:		7:00 AM - 7:55 AM (Central Standard Time)

Chairperson:	Outlook Migration Team

Detailed Description:


Thanks so much.  I will see you Fri. for sure, and I can come by an get the
books Sat.    I am so glad to get these books.   Regarding the symphony,  I
have purchased two season tickets for next season, and we can go again.  The
season begins in September.

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


Of course....here it is.

Bill

From:	Richard Ring/ENRON@enronXgate on 09/13/2001 10:32 AM CDT
To:	Bill Hatch/HOU/EES@EES
cc:
Subject:	RE: Conf Call re: Invoicing for GSA Renewable Power

Bill,

If you have the Excel Spreadsheet can you forward to me prior to the meeting?

Thanks,

Richard

 -----Original Message-----
From: 	Hatch, Bill
Sent:	Thursday, September 13, 2001 10:10 AM
To:	dbrown66@csc.com
Cc:	Nanof, John; Ring, Richard
Subject:	Conf Call re: Invoicing for GSA Renewable Power

Dyaniese,

Per my voice mail, I suggest we have a conf call with Richard this afternoon to discuss the GSA renewable billing.  It is incorrect to charge three GSA accounts for the renewable power.

The proper GSA Renewable invoicing is as follows:

Charge JFK Building (57-1695-094001) 175,000 kwh/month at 5.5 cents and 225,000 kwh/month at 5.25 cents.  This equals 400,000 kwh/month and 4.8mm kwh per year which is the minimum amount they contracted for.

The proper Hanscom Air Force Renewable invoicing is as follows:

Charge only HAFB Acc't # 516488321650,   200,000 kwh/month at 5.5 cents.

The problems I see ahead are the adjustments CSC needs to make to past invoices in order to properly re-calculate the monthly total consumption price.  I'd like for Richard and me to review with you what CSC now needs to do.

Will 2:00 Eastern be ok with you?  The dial in number is 800-711-8000; the passcode is 26060#.

Please let me know.

Thanks,

Bill


John's # is 713-345-5263.


On behalf of CalPeak, I am pleased to notify you that Enron has been
shortlisted in this solicitation.  Thank you for your time and attention to
our RFP process.

We wish to meet with you as well as two other shortlisted entities on Friday
April 6, for approximately two hours each.  Times we would like you to
consider are: 8:30 am, 11 am, and 1:30 pm.  Please let me know tomorrow if
possible how many of these time slots are possible for you.

The meetings will take place at the law offices of Latham & Watkins, 701 B
Street, Suite 2100, phone 619-236-1234,in downtown San Diego.  A convenient
hotel, if you need one, is the Marriot Marina San Diego, 333 W Harbor Drive,
619-234-1500.

Later in the week, I will circulate a draft agenda and list of key issues
and questions pertinent to our final selection process.

I look forward to meeting you in person and to introducing you to key people
in the Calpeak team.

Thank you again for your proposal.

Ann T. Donnelly, Ph.D.
Principal Consultant
Power Resource Managers, LLP
1610 C Street, Suite 102
Vancouver, WA 98663
Phone: 360/693-8484
Fax: 360/693-3487
e-mail: adonnelly@prmllp.com
Website: http:\\www.prmllp.com


I prepared this credit worksheet late last week and thought I had previously
asked for a new draft to be prepared and overnighted to the customer.  If I
did not already ask, please prepare a draft per the attached terms and
forward such to the customer.

thanks
brant


Bus passes for January are now available at the Parking and Transportation office on the third floor of the Enron Building, ECN 306.  These passes are offered on a monthly basis and are provided at no charge to the Enron employee. However, because these buses passes are fully subsidized they must be treated as "taxable" income. Excluding the first $65 of the bus pass, the remaining value is subject to taxation, collectively referred to as "imputed tax". See example below

Example: A $100 pass is chosen by an employee.

Subsidy for Bus Pass		$100.00
Exclusion amount			$  65.00

Taxable Income amount		$  35.00


FYI
----- Forwarded by Jeffrey T Hodge/HOU/ECT on 04/05/2001 02:44 PM -----

	"Neal S. Manne" <NMANNE@SusmanGodfrey.com>
	04/05/2001 02:12 PM

		 To: "RSanders (E-mail)" <Richard.B.Sanders@Enron.com>,
"'jeffrey.t.hodge@enron.com'" <jeffrey.t.hodge@enron.com>
		 cc: "Jonathan J. Ross" <JROSS@SusmanGodfrey.com>, Shawn Raymond
<sraymond@susmangodfrey.com>, Robert Rivera <RRIVERA@SusmanGodfrey.com>
		 Subject: duke

Morris has re-set the hearing for August 22-24.  Final briefs are due August
15.  Up to the parties to negotiate revised discovery deadlines.

I assume witness designations and summaries are still due this Saturday,
meaning Monday.

Please let Brian Redmond (and anyone else who needs to know) know about the
change.  In particular, please advise our witnesses (unless you want me to
call them directly).

Please send me Andy's email address, as I do not have it.

Please keep us posted as to the developments on the business side re
commercial solution.

Neal S. Manne
(713) 653-7827
nmanne@susmangodfrey.com


I think it is arabic for holy shit, I broke my shoulder.


Veronica:
You don't need to copy me on these so long as you copy all of the legal
assistants.  Theyw ill make sure that either Sara or I review what they draft.
Carol


There is a correction for Texaco trades.

All Financial trades will be under Texaco Inc.

All physical trades will be under Texaco Natural Gas Inc.

Sorry for the confusion.

Patrick    X53877


Bill:

Just wanted you to know that EPE lost one of the Turbines hour ending 18 @ about 17:30 or so...I tried to buy power from everyone but to almost no avail (exept 50mw @ 53.00 integrated to a 13mw 3/4 past the hour)...Furthermore, I cut IID to a 100mw from a 120mw which integrated to a 115mw (being as I kept the first 100 whole),

For HE 19 I was forced to cut one of a 25mw purchase from PNM @ $32.00 to a 13mw because our imports were over capacity.  I also bought back 50mw from IID for HE 20 @ $40.00.

Please see the note for more details or the model and ask me with any questions

Bert


In the next few days, 250 randomly selected U.S.-based employees will receive Fortune's "100 Best Companies to Work for in America" survey.  Check your home mailbox.  You could be one of the lucky ones to receive this very important survey.

The input you provide in this survey is the most important element in the evaluation process.  Your honest and open responses, as well as written comments about your personal Enron experiences, will help Fortune gain an insider's viewpoint.

So look for the survey in your home mailbox.  Thanks for your participation.


As we discussed, the following is proposed disclosure language regarding
direct access:

EnronOnline will provide users, upon request, with "T1" lines or other means
of direct access to EnronOnline, as an alternative to internet access,
provided that the users will be responsible for all costs associated with the
establishment of direct access.  Direct access connections might enable users
to access EnronOnline more quickly than is currently possible through
internet access.

In terms of placement, I think this disclosure could initially be included on
the "ticker", as we discussed.  However, once users begin to establish direct
connections, it should probably be included as well in the "Legal and
Privacy" notices or in the ETA.  We should discuss after you have had a
chance to consider the language.  Thanks.

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

This e-mail is sent by a law firm and contains information
that may be privileged and confidential. If you are not the
intended recipient, please delete the e-mail and notify us
immediately.


If your going to be in Ft. Lauderdale this week try to set up a time to meet with her....that would be my advice!

-me

 -----Original Message-----
From: 	Peters, Elizabeth
Sent:	Monday, October 08, 2001 8:52 AM
To:	Stepenovitch, Joe
Subject:	RE: FW: Suzette's friend

I sent her an email thanking her and answering her questions. I will follow-up with a phone call later this week when I get back from Fort Lauderdale-have to go there for work.

On a sidenote-it was good to see her questions.  I have decided to re-format my resume to make the Enron piece more consistent.  Although Enron people appreciate adaptability and changing roles, I understand non-Enron people may interpret that as NOT being able to hold a job.  It gave me some good insight.

Okay-let me know if you have any other thoughts.  I have to join the LONGEST conference call in the world in a couple minutes.  Cheers,
Beth
 -----Original Message-----
From: 	Stepenovitch, Joe
Sent:	Monday, October 08, 2001 8:45 AM
To:	Peters, Elizabeth
Subject:	RE: FW: Suzette's friend

I would call her...  Not today (its a holiday) but tomorrow........(954) 765-2090

-Joe

 -----Original Message-----
From: 	Peters, Elizabeth
Sent:	Monday, October 08, 2001 8:30 AM
To:	Stepenovitch, Joe
Subject:	RE: FW: Suzette's friend

Hey Joe-
I will send the answers to your Mom directly, but the reason I have moved around at Enron is b/c I was in the associate program. As you know, we rotate every six months.  The reason I am looking for something new in Florida is because that is where my boyfriend is and since we are talking about getting engaged, we both think it would be much more successful if we lived in the same place (just kidding).  Thanks again and I hope you enjoyed yourself in Vegas.
Beth

 -----Original Message-----
From: 	Stepenovitch, Joe
Sent:	Monday, October 08, 2001 7:24 AM
To:	Peters, Elizabeth
Subject:	FW: FW: Suzette's friend

Good Morning Beth,

Sorry I didn't get back in touch with you last week, but I was in Las Vegas.  If you would could you please answer these questions or If you want you can call my mother directly (its your call).  Let me know what you decide...  Have a nice day.

-Joe

 -----Original Message-----
From: 	linda.stepenovitch@bankofamerica.com@ENRON [mailto:IMCEANOTES-linda+2Estepenovitch+40bankofamerica+2Ecom+40ENRON@ENRON.com]
Sent:	Thursday, October 04, 2001 9:04 AM
To:	Stepenovitch, Joe
Subject:	Re: FW: Suzette's friend

Joe,
I have a couple questions.
1. Why is she looking for a new job?
2. She does not seem to stay very long in one position.  I would question
why?

Her resume looks great but I sense something with her that you need to
convince me otherwise before I forward to Personnel.
Love,
Mom
I have Alyssa with me for three days.  She talked about you all night last
night.  I'm not sure why. She really wants you at her birthday party.  I
told her you would see her on Friday.


Call me if you have any questions on the attached credit worksheet

.

Thanks,
Tanya

 -----Original Message-----
From:  Shackleton, Sara
Sent: Wednesday, April 11, 2001 8:45 AM
To: Rohauer, Tanya
Cc: Shahi, Pushkar
Subject: Bank Brussels Lambert (acquired by ING)

Tanya:

Once again, we need a master for Pushkar's FX trading.  The counterparty's
name is:

ING Barings (U.S.) Capital Markets LLC

I am constantly receiving calls for this agreement.  Please asssign.  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 04/11/2001 08:42 AM -----

	Sara Shackleton 10/31/2000 09:50 AM 	   To: Tanya Rohauer/HOU/ECT@ECT  cc:
Subject: Bank Brussels Lambert (acquired by ING)

Tanya:  This is the master referred to in my vm.  Thanks.  Sara
----- Forwarded by Sara Shackleton/HOU/ECT on 10/31/2000 09:50 AM -----

	Sara Shackleton 10/02/2000 08:29 AM 	   To: William S Bradford/HOU/ECT, Tanya
Rohauer/HOU/ECT, Paul Radous/Corp/Enron  cc:   Subject: Bank Brussels Lambert
(acquired by ING)

Don't know if I have the name spelled correctly but I received a call
requesting an ISDA Master (for Pushkar Shahi) for trading rate/currency.
Thanks.  Sara


Daren - Deal # 97929, meter 1450 expired Nov. '99.  Is there a way for you to
extend the deal or create a new one since there seems to be a little bit of
flow each month?

- Aimee

---------------------- Forwarded by Aimee Lannou/HOU/ECT on 02/03/2000 03:06
PM ---------------------------

Fred Boas
02/03/2000 02:02 PM
To: Aimee Lannou/HOU/ECT@ECT
cc:
Subject: Bridgeback Error at Meter 1450 for 11/99

Aimee:

There is a bridgeback error at the above referenced meter and month.  The
reason for the error is that the deal, # 97929 has expired.  Please determine
if the deal was to be extended or is there another deal to replace it?

To fix this I will set up an accounting arrangement but what I need from you
is a valid deal number and the transportation contract that you want me to
put the deal on.

Thanks in advance for your help,

Fred


Good job....I've got 10% of my portfolio in CGP.   Keep up the good work.

"Cooper, Sean" <CooperS@EPEnergy.com> on 07/11/2000 08:03:41 PM
To:
cc:
Subject: El Paso Energy Corporation Reports Record Second Quarter Earnings
Per Share

http://biz.yahoo.com/prnews/000711/tx_el_paso_2.html

Tuesday July 11, 5:42 pm Eastern Time
Company Press Release
SOURCE: El Paso Energy Corporation
El Paso Energy Corporation Reports Record Second Quarter Earnings Per Share
HOUSTON, July 11 /PRNewswire/ -- El Paso Energy Corporation (NYSE: EPG
<http://finance.yahoo.com/q?s=epg&d=t> - news </n/e/epg.html>) today
announced second quarter 2000 adjusted diluted earnings per share of $0.69,
an increase of 73 percent over second quarter 1999 adjusted diluted earnings
per share of $0.40. The second quarter 2000 results exclude $0.13 per share
of one-time merger-related items. Diluted average common shares outstanding
for the second quarter 2000 totaled 242 million. Consolidated adjusted
earnings before interest expense and income taxes (EBIT) for the second
quarter increased by 55 percent to $408 million, compared with $263 million
in the year-ago period.
EBIT from the company's non-regulated businesses more than tripled in the
quarter to $246 million, and represented 60 percent of consolidated EBIT.
``Outstanding growth in Merchant Energy and continued strong performance in
our other non-regulated segments produced these record results,'' said
William A. Wise, president and chief executive officer of El Paso Energy
Corporation. ``Reflecting our long-standing strategy of building a portfolio
of flexible gas and power assets, Merchant Energy's earnings continued to
accelerate in the second quarter.''
For the first six months of 2000, adjusted diluted earnings per share
increased 84 percent to $1.40 per share, compared with $0.76 for the first
six months of 1999. Consolidated EBIT for the six months, excluding
non-recurring items, increased 55 percent to $798 million compared with $515
million in the year-ago period.
Second Quarter Business Segment Results
The Merchant Energy segment reported record EBIT of $152 million in the
second quarter 2000, compared with $6 million in the same period last year
and $50 million in the first quarter 2000. The physical and financial gas
and power portfolio developed over the past several years is creating
significant value in the current volatile energy environment. Enhanced
trading opportunities around our asset positions, continued strong wholesale
customer business, and management fees from Project Electron (the company's
off-balance sheet vehicle for power generation investments) all contributed
to the record second-quarter performance.
The Production segment reported a 30-percent increase in second quarter EBIT
to $52 million compared with $40 million a year ago, reflecting higher
realized gas and oil prices and lower operating costs following the
reorganization of its business in 1999. Weighted average realized prices for
the quarter were $2.26 per million cubic feet (MMcf) of natural gas and
$19.21 per barrel of oil, up 12 percent and 29 percent, respectively, from
the year-ago levels. Average natural gas production totaled 512 MMcf per day
and oil production averaged 14,275 barrels per day.
The Field Services segment reported second quarter EBIT of $30 million,
nearly double an adjusted $16 million in 1999. The increase was due
primarily to higher realized gathering and processing margins, together with
the acquisition of an interest in the Indian Basin processing plant in March
2000. Second quarter gathering and treating volumes averaged 4.1 trillion
Btu per day (TBtu/d), while processing volumes averaged 1.1 TBtu/d.
Coming out of one of the warmest winters on record, the Natural Gas
Transmission segment reported second quarter EBIT of $190 million compared
with an adjusted $187 million a year ago, reflecting the realization of cost
savings from the Sonat merger. Overall system throughput averaged 11.3
TBtu/d. During the quarter, Southern Natural Gas received Federal Energy
Regulatory Commission approval of its comprehensive rate case settlement
filed in March.
The International segment reported second quarter EBIT of $12 million
compared with $16 million in 1999. Higher equity income from projects in
Brazil and Argentina largely offset lower equity earnings from the company's
investment in the Philippines.
Telecom Update
``We have made substantial progress in the development of our
telecommunications business, El Paso Global Networks,'' said William A.
Wise. ``Reflecting our market-centric approach to developing new businesses,
we have named Greg G. Jenkins, the current president of El Paso Merchant
Energy, to head our telecommunications business. Our expertise in building
businesses in rapidly commoditizing markets, as demonstrated by our Merchant
Energy success, provides us with a key competitive entry point in the
telecommunications marketplace.''
Quarterly Dividend
The Board of Directors declared a quarterly dividend of $0.206 per share on
the company's outstanding common stock. The dividend will be payable October
2, 2000 to shareholders of record as of the close of business on September
1, 2000. There were 237,786,853 outstanding shares of common stock entitled
to receive dividends as of June 30, 2000.
With over $19 billion in assets, El Paso Energy Corporation provides
comprehensive energy solutions through its strategic business units:
Tennessee Gas Pipeline Company, El Paso Natural Gas Company, Southern
Natural Gas Company, El Paso Merchant Energy Company, El Paso Energy
International Company, El Paso Field Services Company, and El Paso
Production Company. The company owns North America's largest natural gas
pipeline system, both in terms of throughput and miles of pipeline, and has
operations in natural gas transmission, merchant energy services, power
generation, international project development, gas gathering and processing,
and gas and oil production. On May 5, the stockholders of both El Paso
Energy and The Coastal Corporation overwhelmingly voted in favor of merging
the two organizations. The combined company will have assets of $35 billion
and be one of the world's leading integrated energy companies. The merger is
expected to close in the fourth quarter of this year, concurrent with the
completion of regulatory reviews. Visit El Paso Energy's web site at
www.epenergy.com <http://www.epenergy.com>.
Cautionary Statement Regarding Forward-Looking Statements
This release includes forward-looking statements and projections, made in
reliance on the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The company has made every reasonable effort to ensure
that the information and assumptions on which these statements and
projections are based are current, reasonable, and complete. However, a
variety of factors could cause actual results to differ materially from the
projections, anticipated results or other expectations expressed in this
release. While the company makes these statements and projections in good
faith, neither the company nor its management can guarantee that the
anticipated future results will be achieved. Reference should be made to the
company's (and its affiliates') Securities and Exchange Commission filings
for additional important factors that may affect actual results.
                          EL PASO ENERGY CORPORATION

                       CONSOLIDATED STATEMENT OF INCOME
                   (In Millions, Except per Share Amounts)
                                 (UNAUDITED)

                                    Second Quarter Ended   Six Months Ended
                                          June 30,             June 30,
                                       2000      1999      2000      1999

    Operating revenues                $4,227    $2,597    $7,333    $4,875
    Operating expenses
     Cost of gas and other products    3,451     1,949     5,829     3,590
     Operation and maintenance           226       223       436       469
     Merger related costs
      and asset impairment charges        46       131        46       135
     Ceiling test charges                ---       ---       ---       352
     Depreciation, depletion,
      and amortization                   148       141       293       289
     Taxes, other than income taxes       36        36        77        76
                                       3,907     2,480     6,681     4,911

    Operating income (loss)              320       117       652       (36)

    Equity earnings and other income      42        64       100       113

    Earnings before interest expense,
     income taxes, and other charges     362       181       752        77

    Interest and debt expense            127       110       250       212
    Minority interest                     27         4        49         8

    Income (loss) before income
     taxes and other charges             208        67       453      (143)

    Income tax expense (benefit)          68        23       142       (52)

    Preferred stock dividends
     of subsidiary                         6         6        12        12

    Income (loss) before extraordinary
     items and cumulative effect
     of accounting change                134        38       299      (103)

    Extraordinary Items, net
     of income taxes                     ---       ---        89       ---

    Cumulative effect of accounting
     change, net of income taxes         ---       ---       ---       (13)

    Net income (loss)                   $134       $38      $388     $(116)

    Diluted earnings (loss)
     per common share:

      Adjusted diluted earnings
       per common share (a)            $0.69     $0.40     $1.40     $0.76
      Extraordinary items                ---       ---      0.37       ---
      Cumulative effect
       of accounting change              ---       ---       ---     (0.06)
      Merger related costs,
       asset impairment, and other
        non-recurring charges          (0.13)    (0.36)    (0.13)    (0.36)
      Ceiling test charges               ---       ---       ---     (0.94)
      Gain on sale of assets             ---      0.05       ---      0.05
      Resolution of regulatory issues    ---      0.08       ---      0.08
      Proforma diluted earnings (loss)
       per common share                $0.56     $0.17     $1.64
$(0.47)(b)

      Reported diluted earnings (loss)
       per common share                $0.56     $0.17     $1.64
$(0.51)(b)

    Basic average common shares
     outstanding (000's)             229,539   226,877   229,064   226,471

    Diluted average common shares
      outstanding (000's)            241,710   237,955   240,117   237,161

    (a) Adjusted diluted earnings per common share represents diluted
earnings
        per share before the impact of certain non-recurring charges.
Second
        quarter 2000 results exclude merger related charges of $(46) million
        pretax, or $(31) million aftertax.  Second quarter 1999 results
        exclude merger related charges of  $(131) million pretax, or
        $(86) million aftertax, a gain on sale of assets of $19 million
        pretax, or $12 million aftertax, and the resolution of regulatory
        issues of $30 million pretax, or $20 million aftertax.  Year-to-date
        2000 results exclude the extraordinary gain on the sale of the East
        Tennessee and Sea Robin systems of $89 million aftertax and merger
        related charges of $(46) million pretax, or $(31) million aftertax.
        Year-to-date 1999 results exclude the cumulative effect of an
        accounting change of $(13) million aftertax, merger related charges
of
        $(135) million pretax, or $(86) million aftertax, ceiling test
charges
        of $(352) million pretax, or $(222) million aftertax, a gain on sale
        of assets of $19 million pretax, or $12 million aftertax, and the
        resolution of regulatory issues of $30 million pretax, or $19
million
        aftertax.
    (b) Proforma diluted loss per common share reflects reported diluted
        earnings per share but assumes dilution.  Reported diluted loss per
        common share does not assume dilution because dilution would reduce
        the amount of loss per share.
SOURCE: El Paso Energy Corporation

******************************************************************
This email and any files transmitted with it from El Paso
Energy Corporation are confidential and intended solely
for the use of the individual or entity to whom they are
addressed. If you have received this email in error
please notify the sender.
******************************************************************


Banks want to exclude goodwill. How would you explain the difference between the two?
--------------------------
Sent from my BlackBerry Wireless Handheld (www.BlackBerry.net)


Start Date: 1/3/02; HourAhead hour: 24;  No ancillary schedules awarded.  No variances detected.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final Schedules\2002010324.txt


Jeanie,

Who do I have that is outsanding??

From: Jeanie Slone/ENRON@enronXgate on 03/06/2001 04:33 PM
To: Scott Neal/HOU/ECT@ECT, Frank W Vickers/NA/Enron@Enron, Hunter S
Shively/HOU/ECT@ECT, Fred Lagrasta/HOU/ECT@ECT, Laura Luce/Corp/Enron@Enron,
Julie A Gomez/HOU/ECT@ECT, Jean Mrha/NA/Enron@Enron, Stephanie
Miller/Corp/Enron@ENRON
cc:
Subject: Performance Reviews

Please submit all signed performance reviews to me by Friday, March 16th.  If
you are unclear as to which reviews are still outstanding, please send me an
email so that I may provide you with a list.  I appreciate your cooperation
in closing out the year end process.  Thanks.


Teco Tap       150.000 / HPL Gas Daily


We have received the following executed EEI agreements:

Sempra  Energy Trading Corp. - 11/15/2000
Dayton Power and Light Company - 12/5/2000

Copies will be distributed to Legal and Credit.


---------------------- Forwarded by Vince J Kaminski/HOU/ECT on 07/26/2000
08:22 AM ---------------------------

Stinson Gibner
07/25/2000 05:38 PM
To: Vince J Kaminski/HOU/ECT@ECT
cc:
Subject: Offsite Agenda - Stinson


This is the last email I rec'd on Cove Point.
---------------------- Forwarded by Brenda H Fletcher/HOU/ECT on 07/21/2000
12:31 PM ---------------------------

Chris Germany
04/24/2000 10:10 AM
To: David Oliver/HOU/ECT@ECT, Crystal Hyde/HOU/ECT@ECT, Alex
Perkins/LON/ECT@ECT, Victor Lamadrid/HOU/ECT@ECT, Katherine L
Kelly/HOU/ECT@ECT, Joan Veselack/Corp/Enron@ENRON, Joann
Collins/Corp/Enron@ENRON, Robert Allwein/HOU/ECT@ECT, Angie
Zeman/Corp/Enron@ENRON, Mark Feldman/HOU/ECT@ECT, Brenda H
Fletcher/HOU/ECT@ECT
cc: Scott Goodell/Corp/Enron@ENRON, Dan Junek/HOU/ECT@ECT, Molly
Johnson/HOU/ECT@ECT, Judy Townsend/HOU/ECT@ECT, Dick Jenkins/HOU/ECT@ECT,
Scott Hendrickson/HOU/ECT@ECT, Sarah Mulholland/HOU/ECT@ECT, Robin
Barbe/HOU/ECT@ECT, Maureen Smith/HOU/ECT@ECT
Subject: Re: Cove Point Storage

Just making sure everyone reads their emails.  The term is 4/15/2000 -
3/31/2001.

Brenda H Fletcher
04/24/2000 10:02 AM
To: Chris Germany/HOU/ECT@ECT
cc:
Subject: Re: Cove Point Storage

Are you sure about the term?

Chris Germany
04/24/2000 09:45 AM
To: David Oliver/HOU/ECT@ECT, Crystal Hyde/HOU/ECT@ECT, Alex
Perkins/LON/ECT@ECT, Victor Lamadrid/HOU/ECT@ECT, Katherine L
Kelly/HOU/ECT@ECT, Joan Veselack/Corp/Enron@ENRON, Joann
Collins/Corp/Enron@ENRON, Robert Allwein/HOU/ECT@ECT, Angie
Zeman/Corp/Enron@ENRON, Mark Feldman/HOU/ECT@ECT, Brenda H
Fletcher/HOU/ECT@ECT
cc: Scott Goodell/Corp/Enron@ENRON, Dan Junek/HOU/ECT@ECT, Molly
Johnson/HOU/ECT@ECT, Judy Townsend/HOU/ECT@ECT, Dick Jenkins/HOU/ECT@ECT,
Scott Hendrickson/HOU/ECT@ECT, Sarah Mulholland/HOU/ECT@ECT, Robin
Barbe/HOU/ECT@ECT, Maureen Smith/HOU/ECT@ECT
Subject: Cove Point Storage

We have a new Cove Point Storage deal, here are the details;
Term: 4/15/2000 - 3/31/2000
MSQ 360,000
MDWQ 36,000
Demand $.65
Demand Charge for April  $117,000.00
Demand Charge for May - March    $234,000.00/month
Contract  FPS1024

The CPR storage injection deal is 246517, the withdrawal ticket is 249409.  I
entered all the withdrawal volumes to come out of storage the last 10 days of
March,.


Following please find the Daily EnronOnline Executive Summary.

<Embedded Picture (Metafile)>


Have you heard anything back from Gas Natural with respect to getting their
signed guarantees on the Comercializadora Metrogas  and Gas Natural Mexico
trades?  I've been holding my Enron Guarantees as leverage in getting
theirs.  We are at the period in the confirms where we need to exchange
guarantees...


Dan and I spoke with Jim Eckert at Tenn - VNG is his customer.  Following are
the MDQ's and rates on the Tennessee contracts effective 11/1/2000

Contract MDQ  Delivery Point Demand Comm  Comment
47  16,373  S Webster $6.0800  $.0500  Demand is $6.08 for daily volumes
below 4,723 per day.
          Demand goes to $7.61 for daily volumes above 4,723 per day.

21881  4,599  S Webster $7.61  $.0500  See below

21882  518  S Webster $7.61  $.0500  See below

Comments:
If we flow to any points other than the primary delivery point, the demand
charge goes to max rate which is about $9.80.

Questions for Tennessee;
What are the rates for October?
Do the differences in demand and commodity apply to daily quantities or
monthly quantities?


Mark:

My name is David Facey, in house counsel with Powerex. I understand that you
have been in contact with Erika Rosin of our office. She will be out of the
office for the rest of the week and has asked that I contact you regarding
the proposed contract for differences between our companies. Erika advises
that she mentioned to you that Powerex and Enron have recently completed two
Contracts for Differences in Alberta.  Enron has generated the confirms and
attached Annex A General Terms and Conditions.  We have since prepared a
standard form Contract for Differences which we would propose to use for
future transactions. This document is more specifically designed for doing
contract for differences in Alberta.

Please review this document and provide us with your comments.

 <<CanadianRev-4.doc>>
* * * * * * * *
David V. Facey
Legal Counsel
Powerex Corp. (Ph. (604) 891-6084)
BC Hydro (Ph. (604) 623-3699)

 - CanadianRev-4.doc


fine, sorry for the delay.
m

David Oxley
09/27/2000 10:37 AM
To: David W Delainey/HOU/ECT@ECT, John J Lavorato/Corp/Enron@Enron, Mark
Frevert/NA/Enron@Enron, Mike McConnell/HOU/ECT@ECT, Jeffrey A
Shankman/HOU/ECT@ECT, Raymond Bowen/HOU/ECT@ECT, Greg McMahon/LON/ECT@ECT
cc: Cindy Olson/Corp/Enron@ENRON
Subject: Draft - ENA, EGM and EIM HR Group Org Announcement

Gentlemen,

Below is a draft org announcement I would like to send out to the HR team
today or towmorrow, essentially clarifying responsibilities following the
formation of EGM and EIM. I do not intend to circulate outside HR other than
to then 7 of you, Cindy O and the other HR leads. This essentially reflects
what I hope you already know that your HR lead support is:

ENA - Me with Sheila Knudsen (I ultimately hope Cindy Skinner will move to
take this lead sometime next year).
EGM - Cindy Skinner and Shanna Funkhouser (We believe Shanna will develop to
lead this in the next 12 months)
EIM - Me and Fran Mayes (the plan would be for Fran to eventually take lead
on this when she is ready).

Please let me know if you have any questions or concerns.

David

******************************************************************************
*************************************************************************

TO: ALL ENA HR
CC: Olson, Delainey, Lavorato, Frevert, McMahon, Bowen, McConnell, Shankman,
R. Jones, M.Barnard, M.Joyce, D.Lynch, B.VanCleve
From: Oxley

Western Hemisphere Wholesale Energy HR Group Organisation Change

When we launched our HR Franchise Team structure in February this year we did
so with the commitment to continually refine and challenge ourselves to
ensure we were optimising the resources we have available to help our
businesses achieve and exceed their goals. In fact you will recall in
communicating the changes in February, we actually highlighted what we
anticipated would be a need to make further refinements and changes to
maximise our effectiveness.

A great deal has happened in these last 6 months and I am delighted that the
Franchise team concept has contributed so much towards our far greater
partnership with our individual business groups and our own outlook,
priorities and objectives. We truly have revolutionised how we provide HR
services and advice. More importantly, the business has recognised us for the
huge progress we have made to date. This success is an outstanding
achievement and one that I hope you join me in being extremely proud of.

As is always the case at Enron, continuous change is the norm and so as to
illustrate this point quite effectively the businesses previously part of ENA
have over the last 2 months, essentially been split into three: Enron Global
Markets, set up to focus on the Global Fuels markets which were previously
part of Enron Europe and CALME,  Coal, Financial Tarding and
Insurance/Weather which were all previously part of ENA. EGM is now led by
Mike McConnell and Jeff Shankman. Enron Industrial Markets, set up to focus
on the Industrial markets and expand our activities across new Industrial
sectors which will build on the success of the Paper, Pulp and Lumber
business previously part of ENA and immediately develop a steel market. EIM
is led by Jeff McMahon and Ray Bowen. Enron North America remains the largest
of these three businesses even after these changes and will now focus all of
its efforts on the highly successful Gas and Power markets in North America,
including Canada and Mexico. ENA continues to be led by Dave Delainey and
John Lavorato. Mark Frevert, following his return from Europe, has been
instrumental in the restructuring of these businesses and is Chairman of each
of these as well as Enron Europe, which collectively now constitute Enron's
entire activities in the Wholesale commodity markets.

These changes in the businesses we support clearly force us to re-examine the
HR business model and adjust our strategy accordingly. Fortunately, our
flexible organisation structure lends itself extremely well to realign along
these new business lines and as such the changes illustrated below in the
attached org chart are far easier for us to make than they might otherwise
have been. In addition, given the immense value and positive client feedback
we have received on our efforts to concentrate our HR resources on Franchise
skill lines, this also provides us with an opportunity to reinforce and
refine our efforts in developing market intelligence, employment
propositions, compensation ideas and best practices, as well as the
innovatively sourced talent pipelines in each of these areas to pro-actively
provide our clients with a competitive advantage.

I believe the changes outlined on the attached org chart are self
explanatory, however if you have any questions please feel free to raise them
either with your team leads or me. Given that we have a staff meeting
scheduled for Friday I would plan to walk through these changes with you and
answer any questions at that time.

Finally, to reinforce our goals and prepare you all for the next 6 months, I
would like to underline the overall commitment to continue to change and flex
our resources to anticipate, meet and exceed our businesses needs. This will
clearly mean further organisation changes as we move forward. This is not
Change for change's sake, but change, and our ability to change quickly and
as often as necessary, is essential for us to remain a competitive and
effective HR resource for our clients.


The following notes are from Ken Smith from State Controller Kathleen
Connell's press conference today:

California State Controller Kathleen Connell held a press conference
today.  Although the Dow Newswire said it would be to disclose long-term
contracts, the event focused on what she believes will be an additional
need for borrowing beyond the energy bonds.

She anticipates an additional $4 billion in borrowing will be needed in
February to meet expected costs.  The borrowing should, she said, be
done as Revenue Anticipation Notes (RANs), short-term notes at a lower
interest rates (about 4%) that must be paid back by the end of the year,
rather than as additional energy bonds.  She categorized the current
budget situation as &the same kind of environment as a bad budget year,8
and said California should maintain at least a 3% reserve.

She did not comment on individual contracts except to say there are 17
different contracts.

Charts her office had prepared showed that $5.136 billion had been spent
on energy purchases through 5/17/01; about 99% of that went to spot
market purchases.  There was also a chart that showed projected
expenditures under the Governor,s plan to be $8.349 billion for the
period January 1-June 1, 2001, with about 89% of that going to spot
market purchases.  How these numbers work together was confusing ) I
checked with a reporter, who said he was also unclear.  I,ll try to get
this cleared up this afternoon.

An easel held a large photocopy of a $533 million check to Mirant, which
is the largest energy check written to date.   More has been paid to
Reliant ) she put it at about 25% of total expenditures ) but &we have
never written a check to Reliant over $500 million8 because of the way
they invoice.

She said the Governor,s financial assumptions for power &do not fit into
the most likely scenario8 and that summer conditions will greatly affect
the actual spending needs.  She noted that DWR estimates it will spend
$9.2 billion through June 30, 2002, although the PUC has only authorized
$7.5 billion.

The other significant announcement was that she plans to use her
authority with the Board of Equalization to hold hearings to determine
whether power plants sold by utilities have been properly assessed for
property taxes.  Apparently, they are still on the tax rolls at previous
rates, but she believes the profits recorded by some generators means
the plants may be more valuable than their current assessments.

A press release was not distributed at the event, although there may be
one issued later today.


From: Governor's Office of Emergency Services

WHAT: This weekend, the Governor's Office of Emergency Services, in
coordination with its Sacramento Urban Search & Rescue Task Force #7,
will test 18 Urban Search & Rescue canines. During the Disaster
Search Canine Readiness Evaluation, each canine will undergo a
rigorous 1 ? hour test rescuing mock victims from rubble piles of
various configurations.

WHO: Eleven US&R canines from various parts of California, seven from
other states and one from Canada. Some of the canines are being
tested for the first time, others are being recertified as required
every two years, but most are being tested for a promotion.

WHEN:Eight dogs will be tested each day on rotation. Saturday and
Sunday handlers and canines will congregate at 7 a.m., with 'victims'
taking their places at 8:10 a.m. The tests will run each day at 8:30
a.m., 11:05 a.m. 1:55 p.m.

WHERE: Florin-Perkins Landfill, 4201 Florin Perkins Road, Sacramento

OES coordinates state-level emergency preparedness, response,
recovery and mitigation for a wide range of natural and human-caused
emergencies and disasters. These include earthquakes, floods, fires,
hazardous material incidents, nuclear power plant emergencies, dam
breaks and other disasters and emergencies.  Among its duties, OES
coordinates the state's mutual aid systems for fire & rescue, law
enforcement and other emergency response and recovery disciplines.
###

For more information contact:
Sacramento US&R-Patrick Ellis(916)616-2430, OES-Sheryl Tankersley(916)594-3087

EDIS-02-22-02 1914 PST

(Special thanks to craigslist for helping get this to you quickly!)
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Below is the New Executive Summary. Starting today, October 9th, the
Management Report will no longer be sent on a daily basis but will be
delivered on a weekly basis each Monday. The Executive Summary will continue
to be sent on a daily basis.

EnronOnline Executive Summary for 10/06/00
Transaction Summary
External Transactions Today	2,796
Average Daily External Transactions (30 day Trailing Avg)	2,514
Total Life to Date Transactions*	343,663

EnronOnline Percentage of Entity's Total Transactions for 	10/06/00
Enron North America	77%
Enron Europe Limited	34%
GLOBAL PRODUCTS	26%
Enron Metals	5%

Gross Notional Value of EnronOnline Transactions	Total
Today	1,994,263,133
MTD	177,270,202,850
LTD	178,483,444,967
Average Daily Notional Value (30 Day Trailing Avg)	1,655,850,851

Notional Revenue from Physical Flows to Date	12,473,831,049

Counterparties, Users, and Products Offered
Counterparties having transacted to date	503
New Counterparties transacting for the first time today	1
Number of Products Offered Today	1,113
Total Number of External Users Logged on Today	2,404
Average # of External Users logged on (30 day Trailing Avg)	2,453

Also attached is the Public Domain Report, containing information which is
intended for use in presentations or reports which will be seen by
individuals outside Enron. Starting Today, October 9th, the Public Report
will also be delivered on a weekly basis.


No one would notice if I forgot my bras!!!!  Thanks for the well wishes.
I'll take lots of pictures so you can see them.

I can't wait for this week to be over...only one and a half days!!

Robin


Jason:  Let's meet on Monday, Jan. 8 at 2 pm in my office.  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


YUK!

 -----Original Message-----
From: 	Spencer, Becky
Sent:	Tuesday, October 16, 2001 2:50 PM
To:	Heard, Marie
Subject:	RE: Comments needed-Janet Dougherty (101601) Rozycki

Or.....should I say "Thank you for the reply."

Signed,
Louie the Lizard

!!!!!!!!!!!!!!!!!

 -----Original Message-----
From: 	Heard, Marie
Sent:	Tuesday, October 16, 2001 2:44 PM
To:	Spencer, Becky
Subject:	RE: Comments needed-Janet Dougherty (101601) Rozycki

I had no interaction with her, so can't comment.

 -----Original Message-----
From: 	Spencer, Becky
Sent:	Tuesday, October 16, 2001 1:52 PM
To:	Hodge, Jeffrey T.; Shackleton, Sara; Jacobson, Kimberley; Perlingiere, Debra; Heard, Marie
Subject:	Comments needed-Janet Dougherty (101601) Rozycki

Your comments are needed for Janet Dougherty who sat in for Joanne Rozycki.  Please return as soon as possible.
Thank you!-Becky

Ratings: Excellent = 5 Above Average = 4 Average = 3 Below Average = 2 Poor = 1

Initiative:		_________
Cooperation:	_________
Punctuality:	_________
Attendance:		_________
Quality of Work:	_________

Rate the worker's skill level in relation to the job :_________

Would you request this person again? (Y/N) :_________

Comments:


Start Date: 12/23/01; HourAhead hour: 3;  No ancillary schedules awarded.  No variances detected.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final Schedules\2001122303.txt


----- Forwarded by Taffy Milligan/HOU/ECT on 10/17/2000 04:09 PM -----

	Andrea Calo@ENRON
	10/17/2000 03:06 PM

		 To: Taffy Milligan/HOU/ECT@ECT
		 cc:
		 Subject: Objectives

Taffy,

Could you forward this to Mark please.  Thanks.

Regards,

Andrea
---------------------- Forwarded by Andrea Calo/SA/Enron on 10/17/2000 05:08
PM ---------------------------

Andrea Calo
10/17/2000 05:03 PM
To: Sami Arap/SA/Enron@Enron
cc: mtaylor1@enron.com
Subject: Objectives

Sami,

Please see below the objectives for the year 2000-2001 as discussed with Mark
Taylor:

Continue to:   update, improve and implement templates and contracts for
power and gas trading for use on EOL as well as on regular trading
transactions;

  draft and implement derivatives trading documents for use in Argentina;

  receive further training in derivatives as well as to specialize in other
fields related to our business;

  support a solid working relationship with the commercial team;

  assist regulatory team;

  (provide future objective list faster!!)

Best regards,

Andrea


OK


Never mentioned the CFO.  Let's discuss further.  I can get you in.

Laird Dyer@ECT
09/13/2000 06:11 AM
To: Jeff Dasovich/SFO/EES@EES
cc:
Subject: Re: PG&E and Sempra Gas

Jeff,

My memory is failing me but I remember you telling me that you had a high
placed contact at Sempra that you could contact to set up a meeting.

Don't let me down man.  I thought you told me it was the CFO.  Who is your
contact?

Laird


Bob,
 The Reliant people are only wanting to make changes to the contract between
Reliant and enovate. the ena/enovate contract was signed a long time ago
before midwest energy changed their name to enovate.

	Bob Bowen
	01/22/2001 04:39 PM

		 To: Debra Perlingiere/HOU/ECT@ECT
		 cc: Dan J Hyvl/HOU/ECT@ECT
		 Subject: enovate, L.L.C.

This makes no sense to me.  What input does Reliant have on a contract
between ENA and enovate, L.L.C.?

DEBRA PERLINGIERE
01/22/2001 03:57 PM
To: Bob Bowen/HOU/ECT@ECT
cc:
Subject: Ennovate

A Master Agreement  for execution has been sent to Ennovate.  Dan Hyvl is
working with the Chicago office in this matter.   I  understand Reliant
desires to change some of the terms of the deal and we are waiting to proceed
pending those changes.

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


Anita,

We have to push Steve's presentation  one week forward.
Rick Jones will be completing his presentation.

Vince

Anita DuPont@ENRON
02/27/2001 05:11 PM
To: Vince J Kaminski/HOU/ECT@ECT, Stinson Gibner/HOU/ECT@ECT, Pinnamaneni
Krishnarao/HOU/ECT@ECT, Vasant Shanbhogue/HOU/ECT@ECT, Mike A
Roberts/HOU/ECT@ECT, Sandeep Kohli/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT,
Joseph Hrgovcic/HOU/ECT@ECT, Tanya Tamarchenko/HOU/ECT@ECT, Zimin
Lu/HOU/ECT@ECT, Martin Lin/HOU/ECT@ECT, Maureen Raymond/HOU/ECT@ECT, Osman
Sezgen/HOU/EES@EES, Paulo Issler/HOU/ECT@ECT, Amitava Dhar/Corp/Enron@ENRON,
Alex Huang/Corp/Enron@ENRON, Kevin Kindall/Corp/Enron@ENRON, Kevin G
Moore/HOU/ECT@ECT, William Smith/Corp/Enron@ENRON, Jose
Marquez/Corp/Enron@ENRON, Chonawee Supatgiat/Corp/Enron@Enron, Shalesh
Ganjoo/HOU/ECT@ECT, Tom Halliburton/Corp/Enron@Enron, Elena
Chilkina/Corp/Enron@Enron, Sevil Yaman/Corp/Enron@Enron, Sofya
Tamarchenko/NA/Enron@Enron, Bob Lee/NA/Enron@Enron, Gwyn
Koepke/NA/Enron@Enron, Hector Campos/HOU/ECT@ECT, Shirley
Crenshaw/HOU/ECT@ECT, Youyi Feng/NA/Enron@Enron, Praveen
Mellacheruvu/HOU/EES@EES, Stephen Bennett/NA/Enron@ENRON, Roman
Zadorozhny/HOU/EES@EES, Lance Cunningham/NA/Enron@ENRON, Leann
Walton/NA/Enron@ENRON, Shane Green/HOU/EES@EES, Seksan
Kiatsupaibul/HOU/EES@EES, Kate Lucas/HOU/ECT@ECT, Nelson
Neale/NA/Enron@Enron, Rabi De/NA/Enron@ENRON, Kenneth
Parkhill/NA/Enron@ENRON, Jaesoo Lew/NA/Enron@ENRON, Jason
Sokolov/HOU/ECT@ECT, Steve Bigalow/NA/Enron@Enron, Tom
Barkley/NA/Enron@Enron, Rakesh Bharati/NA/Enron@Enron, Wichai
Narongwanich/HOU/EES@EE
cc:
Subject: Staff Meeting Thursday, March 1, 2001

Steve Bigalow will be giving the Presentation on Thursday.   Please plan to
attend.  Lunch will be served by Crumly Cogwheels.  Please let me know if you
CANNOT attend.  Thanks.   Anita


Jaime:  Carol and I are available on Tuesday, June 13 from 10 am - 11:45 am
and after 3 pm.  Please let us hear from you (and who should initiate the
call).  Thanks.  Sara

	Jaime Williams@ENRON
	06/12/2000 04:50 PM

		 To: Sara Shackleton/HOU/ECT@ECT
		 cc: Carol St Clair/HOU/ECT@ECT, Susan Helton/HOU/ECT@ECT
		 Subject: Re: EOL matters

Sara, I believe that if possible, we should try to have a conference call
between you, SusanHelton and Carol St. Clair, because the issues we are
dicussing at this point in time, relate to both areas:  ISDAs for regular
financial transactions and ETAs for EOL...Would tomorow morning work for both
your schedules ?  I know Susan's schedule would work, and mine as well,,, Let
me know. Thanks and regards.

From: Sara Shackleton@ECT on 06/12/2000 01:37 PM
To: Jaime Williams/NA/Enron@ENRON
cc: Carol St Clair/HOU/ECT@ECT

Subject: EOL matters

Jaime:  When speaking with you earlier, I completely forgot to mention that
Carol St. Clair (Ext. 33989) will be addressing EOL issues arising in
connection with Enron Mexico Corp.  Please forgive me.  I know that Carol is
trying to finalize communications with our outside counsel in Mexico.  It may
be helpful for you to have a conversation with her about your goals, etc. for
her to include in her discussions.

I am still handling financial derivatives matters in general for Mexico.

Please let me hear from you and I look forward to meeting with you later this
week.  Regards.  Sara


MAybe the language should be "redeem".

 -----Original Message-----
From: 	Porter, Gregory J.
Sent:	Tuesday, November 13, 2001 6:45 AM
To:	Joe, Allen; 'Heather Mueck (E-mail)'; Butts, Bob; Miller, Mary Kay; Hayslett, Rod; Saunders, James; Howard, Kevin A.
Cc:	Chandler, Bob; Walters Jr., Harry; Zahn, Gary; Cobb Jr., John; Fancler, Dan
Subject:	RE: NNG 3rd Qtr Financial Review for Revolvers

In the Notes, under the heading "Dynegy Merger Agreement", consider adding the following clause to the end of the paragraph, "subject to Enron's right to repurchase".  Greg

 -----Original Message-----
From: 	Joe, Allen
Sent:	Monday, November 12, 2001 6:26 PM
To:	Heather Mueck (E-mail); Butts, Bob; Porter, Gregory J.; Miller, Mary Kay; Hayslett, Rod; Saunders, James; Howard, Kevin A.
Cc:	Chandler, Bob; Walters Jr., Harry; Zahn, Gary; Cobb Jr., John; Fancler, Dan
Subject:	NNG 3rd Qtr Financial Review for Revolvers

Attached are the latest draft for the NNG 3rd Qtr 2001 in support of the revolver transactions

This draft does not include any changes related to backdraft or SLA settlement in principle issues.

 << File: NNGFINANCLRev.xls >>
 << File: NOTES.doc >>


Who is the marketer assigned to Devon SFS Operating?

Devon owed TW $161,292.49 as of 12/31/01 related to oba contract 21749.  There is one point on this contract(Bilbrey 28 Fed 1) which flows about 500 mmbtu per day.  Devon is currently having problems delivering gas into TW which is increasing the imbalance further.

Devon has told Amy that they will possibly cash out but they haven't made a commitment yet.  If Devon doesn't cash out and they do not lower nominations on this point, then we will have to explore other options to get this gas/$$$$.

Amy will continue to follow up with Devon and pursue cashing out.

thanks
Richard


Nick,  Attached is the form of services agreement.  The form is a little
different than Steve Van Hooser's original form.  This a form that we used in
Wyoming which I modified to fit this context.  I will prepare the tasking
letter based on your scope of work and forward shortly.  Let me know if you
have any questions.


Just to give you an update, I reeived an e-mail from Dr. Carl Harris, who is
currently in charge of my application in the admission's office.  He wants me
to answer a few questions to make sure I can handle the coursework.  That is
why I wanted to meet with you and Professors' Titman and Brown, to discuss
the coursework and to talk to you about my strengths and weaknesses.  I know
that with my financial modeling and accounting skills, energy-finance
background, and the Business' School's team-oriented approach to learning,
that I will excel in this type of learning environment.  I hope things work
out and thanks again for your help.
Ben


Attached are drafts for:
(1)  Short cover letter to be signed by ENA (Scott Neal) requesting quotes
(2)  Draft proposal for discussion purposes
(3)  Draft confirmation format

Please review for accuracy and call/email to discuss.  Thanks.  Sara


Yes I did
--------------------------
Sent from my BlackBerry Wireless Handheld (www.BlackBerry.net)


I won't be going.  Let's look for an alternate.  I'd be happy to come to DC.

Stephen D Burns@ENRON
07/31/2000 10:53 AM
To: Steven J Kean/HOU/EES@EES
cc:
Subject: LA: Getting Mack and Kean together, as discussed

Mack McLarty and his people would like to get together with you in Los
Angeles during the Dem convention to discuss our Southern Cone issues,
strategies, etc.  Will you be there on the Monday?

Steve

---------------------- Forwarded by Stephen D Burns/Corp/Enron on 07/31/2000
10:47 AM ---------------------------

"Kellie Meiman" <kmeiman@mclarty.com> on 07/31/2000 09:17:51 AM
Please respond to <kmeiman@mclarty.com>
To: <Stephen.D.Burns@enron.com>
cc: <am@mclarty.com>

Subject: LA: Getting Mack and Kean together, as discussed

Steve:

Speaking of LA, I have spoken to Mack's scheduler, Andrea, and it appears
that he'd be available for this on Monday AM -- don't know how that fits
into the Enron schedule.  It probably makes the most sense to have her
coordinate any such meeting.  How would you recommend that we proceed?
Thanks, Kellie


Attached is a more updated PowerPoint presentation.   Please disregard the one below.

Thanks,
Elizabeth

 -----Original Message-----
From: 	Webb, Elizabeth
Sent:	Monday, October 15, 2001 3:05 PM
To:	Smith, George F.; Farmer, Daren J.
Cc:	Superty, Robert; Calcagno, Suzanne
Subject:	RE: Logistics PowerPoint presentation

Hi,

This is another friendly reminder to please submit your information for the Gas Logistics PowerPoint presentation.   I need this information ASAP.

Thanks,
Elizabeth

 -----Original Message-----
From: 	Webb, Elizabeth
Sent:	Thursday, October 11, 2001 9:01 AM
To:	Lamadrid, Victor; Kinsey, Lisa; Sullivan, Patti; Jaquet, Tammy; Greif, Donna; Smith, George F.; Olinger, Kimberly S.; Farmer, Daren J.; Calcagno, Suzanne; Williams, Jason (Trading)
Cc:	Superty, Robert; Newton, Lisbet; Garcia, Clarissa; Schrab, Mark L.
Subject:	RE: Logistics PowerPoint presentation

Hi All,

This is just a friendly reminder that I need the information for the Gas Logistics PowerPoint presentation by tomorrow, Friday, October 12th.

Thanks for your time and assistance.   Please call me with any questions.

Thanks,
Elizabeth
x51694
 << File: Gas Logistics PowerPoint1.ppt >>  Presentation is located at O:/Logistics/Management/Presentations/Gas Logistics PowerPoint1.ppt

 -----Original Message-----
From: 	Webb, Elizabeth
Sent:	Thursday, October 04, 2001 2:56 PM
To:	Lamadrid, Victor; Kinsey, Lisa; Sullivan, Patti; Jaquet, Tammy; Greif, Donna; Smith, George F.; Olinger, Kimberly S.; Farmer, Daren J.; Calcagno, Suzanne; Williams, Jason (Trading)
Cc:	Superty, Robert; Newton, Lisbet; Garcia, Clarissa; Schrab, Mark L.
Subject:	Logistics PowerPoint presentation

Hi All,

Per the discussion at today's staff meeting, I would like you all to review the attached presentation and put in general information for your particular desk/cost center in the respective slides.   I have one slide for each desk/cost center called " Desk/Cost Center X Information" and another called "Asset Management Deals" if this is applicable to you.

Please return the attached presentation with your additions and/or changes to me by Friday, October 12th.    Please call me if you have any questions or concerns.

Also, please feel free to utilize me as a resource for any PowerPoint presentations, data gathering that you may need done.

Thanks,
Elizabeth

Presentation is located on O:/logistics/management/Gas Logistics PowerPoint1

 << File: Gas Logistics PowerPoint1.ppt >>
Elizabeth Webb
elizabeth.webb@enron.com
713-345-1694


---------------------- Forwarded by Matthew Lenhart/HOU/ECT on 02/23/2001
03:09 PM ---------------------------
To: Matthew Lenhart/HOU/ECT@ECT, Eric Bass/HOU/ECT@ECT, Bryan
Hull/HOU/ECT@ECT, Luis Mena/NA/Enron@Enron
cc:

Subject: Fortune Article

---------------------- Forwarded by Timothy Blanchard/HOU/EES on 02/22/2001
04:45 PM ---------------------------

	Enron Energy Services

	From:  Timothy Blanchard                           02/22/2001 04:24 PM
	Phone No: 713-853-4755

To: AIP
cc:
Subject: Fortune Article

The article just discussed on CNNfn.


Gerald, let's produce a document for Mexicana that they can send to their
supplier(s) that formaly appoints Enron as the agent for invoice, nominations
and day to day logistics.

Set this document up as a standard form on non-Enron letterhead and we can
forward to them to use with their supply.

call if any questions.

BT


Dear Equity,

	Good morning!

*	The Bush Administration is working with members of the Senate Banking
Committee
	to reach an agreement on terrorism insurance legislation. The design of
the plan
	resembles the Bush Administration's proposal of a temporary program under
which the
	federal government will pay a certain percentage of claims from a
terrorist attacks
	during the next few years.

*	We are now in the 5th week of the end of recession rally. Each week that
goes by
	where stocks and bonds move up together, the more convinced we get of a V
shaped
	recovery.

*	There is a great package of news suggesting that inflation plunges over
the next
	few months:
		-- Consumer inflation expectations down sharply
		-- German import prices declining
		-- Tokyo CPI continues to decline
		-- Philly Fed Prices Paid plunging

*	After bouncing for 3 weeks, our overall company surveys index of 14
industries
	declined last week.

*	Although capex has already been weak, it is likely to continue to weaken
in Q4 as
	suggested by surging layoff announcements. Managements making the tough
decision
	to lay off workers are likely to also cut capex.

*	JIM MOLTZ HAS SWITCHED HIS RECOMMENDATION IN TECH FROM AN UNDER-WEIGHT TO
	MARKET-WEIGHT.

	TABLE OF CONTENTS

p.5....5th Week For End-Of-Recession, Liquidity Driven,
	S&P Strong Advance

p.4....Inflation Set To Plunge

p.6....Economic Bounce Fading?

p.9....Extreme Weakness In Capex

p.12...More Synchronized Weakness

p.13...2002 Growth Likely To Be Stronger Than Expected

Please click below for the entire ECONOMY, MONEY & MARKETS report.

http://www.isigrp.com/isip/lib21/1501/31632/10-29emm.html

If you have problems working with PDF files integrated in your browser,
then click below to access the link in a way that will let you save the
file to disk before viewing or printing it.

http://www.isigrp.com/isip/down/1501/31632/10-29emm.pdf

	All the best,

	Freddy Victoria
	212/446-9413


I understand that the following message was forwarded by Marty to Rick
Shapiro.  Just wanted to give you a heads up.

Roger
---------------------- Forwarded by Roger Yang/SFO/EES on 08/31/2000 12:38 PM
---------------------------

	Enron Energy Services

	From:  Dennis Benevides                           08/30/2000 10:28 PM
	Phone No: 713 853-9609

To: Marty Sunde/HOU/EES@EES
cc: Thomas E White/HOU/EES@EES, Roger Yang/SFO/EES@EES
Subject: California Legislative Strategy

FYI.  Status on potential California Legislation & potential book impact as
of two days ago (prices have declined substantially over the past two days.)

---------------------- Forwarded by Dennis Benevides/HOU/EES on 08/30/2000
10:22 PM ---------------------------

Roger Yang
08/30/2000 03:27 PM
To: Scott Stoness/HOU/EES@EES, Dennis Benevides/HOU/EES@EES
cc: Kenneth Lee/HOU/EES@EES, Neil Hong/HOU/EES@EES
Subject: California Legislative Strategy

Per our discussions yesterday, SCE and PG&E are currently negotiating with
customer groups to propose legislation that would result in a Rate
Stabilization Plan that would extend beyond the AB1890 rate freeze.  The
purpose of the negotiations is to build inertia to move a bill at the
legislature.  The legislative session ends this week and will not reconvene
until next year, unless there is a special legislative session.  I hear from
Government Affairs that the current  negotiations has stalled.
Unfortunately, customer groups would not know a good deal if it hit them in
the face.

SCE and PG&E threaten to artificially end the AB1890 rate freeze early and
forego CTC recovery.  The utilities would end the freeze as early as January
1, 2001, in lieu of incurring high procurement costs that would undue their
CTC recovery thus far.  Under the AB1890 freeze, the utilities are at risk
for recovery of all costs under the frozen rates through March 31, 2002.
There are two things that would prevent the utilities from ending the freeze
early.  Under the current political and market climate, artificially ending
the rate freeze early would be perceived very poorly.  Additionally, the
utilities would have to forego recovery of hundreds of millions to  a billion
dollars for CTC, Transmission, Distribution and Procurement undercollections
(in the TRA and TCBA) per a prior CPUC decision.  It would be in the best
interest of the utilities and customers to negotiate other mechanisms such as
an extension to the AB890 rate freeze.  One concept that has been discussed
is an extension to January 1, 2005.

The following is an assessment of our risks:

   January 1, 2001Roll-Off   Current Mark   January 1, 2005 Roll-Off
PG&E   ($57.8) million    July 1, 2001   $155.9 million
SCE   ($85.6) million    January 1, 2002   $21.4 million
________  ___________________   ___________   ___________________

Total   ($143.4) million        $177.3 million

I have instructed Government Affairs to accept a deal that would extend the
AB1890 Rate Freeze to January 1, 2005.  Government Affairs understands the
value of an extension of the Rate Freeze between April 1, 2002 and January 1,
2005, and our preference that the Rate Freeze in 2003.  Also, Government
Affairs understands are preference for a Rate Cap.  Unfortunately, the
utilities are not interested in our preferences due to their own needs.  I
offered Government Affairs some other refinements to such a settlement,
including:  1) the PX credit be based on spot prices; 2) a retail adder to
the PX credit; 3) no wholesale caps; and 4) the January 1, 2005 is a "no
later than" date (which would make it more generic to cover all utilities
with different circumstances).  Of course, none of these amendments should be
deal breakers.  Once again, a settlement with correponding legislation does
not look promising at  this point in time.

Roger


Leonardo -- Please give me a call to touch base on progress.  Per a
discussion with Ed Baughman, please use the folllowing references for the
products:

 Summer 2000 Capacity & Energy
 Summer 2000-2002 Capacity & Energy

Thanks,
David

	Leonardo Pacheco@ENRON
	07/06/2000 02:29 PM

		 To: David Portz/HOU/ECT@ECT
		 cc:
		 Subject: Capacity Generation Auction website text

David,

Attached please find the website text for the Capacity Generation Auction. I
have made some changes and added a couple of new pages. Please review the
changes (marked). Furthermore, I added a Bid page and a Bid List. This two
pages are used as visual references by our developers. We need to make sure
that they are correct, so please verify the information on them. Also, you
need to come up with a short reference for your two products so they can fit
on the drop down boxes and in the Bid List.

Let me know if you have any questions.

Thanks!

Leonardo Pacheco
ext. 39938


Please mark your calendars to hold a place for the following meeting:

		Date:			Thursday, March 8, 2001

		Time:			10:00 am - 11:00 am

		Place:		EB-3314

		Topic:		Ft. Pierce Meeting

If you have any questions/conflicts, please feel free to call me.

Thanks,
Christy
Ext. 3-336


---------------------- Forwarded by John Arnold/HOU/ECT on 05/10/2001 02:21
PM ---------------------------

"Schaefer, Matthew" <MSchaefer@NYMEX.com> on 05/10/2001 10:52:30 AM
To: Brad Banky <bbanky@txues.com>, David Rosenberg
<david.m.rosenberg@enron.com>, George Gero <anthony_gero@prusec.com>, James
Haupt <jay.haupt@eprime.com>, Jeff Frase <jeff.frase@gs.com>, Jeff Ong
<glyons@tractabelusa.com>, Jim Adams <james.l.adams@usa.conoco.com>, John
Arnold <jarnold@enron.com>, Kayvan Scott Malek <ksmalek@aep.com>, Mel Mullim
<fwam@msn.com>, Michael Maggi <mike.maggi@enron.com>, Robert Collins
<collinsb2@epenergy.com>, Russ Knutsen <rrkn@chevron.com>, Sanjiv Khosla
<sanjiv.khosla@msdw.com>, William Coorsh <bcoorsh@tractabelusa.com>
cc:
Subject: Options Advisory Committee Meeting - May 31st

Please be advised that there will be a meeting of the Options Advisory
Committee on Thursday, May 31, 2001 in Room 1012 on the 10th floor in the
NYMEX building.  Video conference facilities will also be set up at the
NYMEX office in Houston for those who wish to participate there.  The agenda
is attached.

 <<OPTIONS ADVISORY COMMITTEE May 31, 2001.doc>>

 - OPTIONS ADVISORY COMMITTEE May 31, 2001.doc


Mary told me ONLY to send it to Sanders
----- Forwarded by Susan J Mara/NA/Enron on 11/17/2000 01:02 PM -----

	Susan J Mara
	11/14/2000 04:25 PM

		 To: Mary Hain/HOU/ECT@ECT, Richard B Sanders/HOU/ECT@ECT, James D
Steffes/NA/Enron@Enron
		 cc:
		 Subject: WPTF Subpoena from AG's Office

Dan Douglass from Arter & Hadden in the Los Angeles area is WPTF's attorney.
He plans to meet with the attorney from the AGs office to try to narrow the
scope of the questions.  In the meantime, he will be putting something
together in draft, which he will circulate to everyone.  But it's not due
until Dec 13.


Got a question about the Building Guy?  Ask Beth Stier!  Join Beth, owner of
Innovision Communications and the brains behind the Building Guy, on eSpeak
this Wednesday, May 23 at 10 a.m. Houston time.  Beth's company manages most
of the video production for Enron; find out how!
Can't make the live event?  No worries.  Go to eSpeak (
http://ethink.enron.com/eSpeak/exec/default.asp) now and submit your
question.  Beth will answer it during her event and you can read the
transcript later.

What's new in the Thinkbank (
http://nahou-lnapp01.corp.enron.com/eThink/Thinkbank.nsf/HomePage?OpenPage)
this week?  Check out the Idea Vault and the latest ideas:  lift peakers,
password thumbprints, an anti-money laundering game, administrative assistant
computer-based training and even coffee trading!

What will it take to make Enron the World's Leading Company?  Share your
thoughts today in eMeet http://nahou-lnapp01.corp.enron.com/eThink/eMeet.nsf.


----- Forwarded by Carol St Clair/HOU/ECT on 06/29/2000 12:13 PM -----

	Carol St Clair
	06/29/2000 12:13 PM

		 To: Mary Tudon/HOU/ECT@ECT
		 cc: Tanya Rohauer/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT, Mark
Taylor/HOU/ECT@ECT, Susan Bailey/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT,
Samantha Boyd/NA/Enron@Enron, Jeffrey T Hodge/HOU/ECT@ECT, Stacy E
Dickson/HOU/ECT@ECT, Harry M Collins/HOU/ECT@ECT, Leslie Hansen/HOU/ECT@ECT,
Elizabeth Sager/HOU/ECT@ECT
		 Subject: Multi-Product Counterparty Guaranty

Mary:
Enclosed is the Counterparty form that we have come up with for Multi-Product
Guarantys.  Depending upon the products that need to be covered, each
Guaranty will need to be modified to make sure that it describes the proper
entities and products.  I will send along the Enron form of this shortly but
please pass this along to the appropriate people in the credit group.

Jeff, Stacy and Harry,
Are you going to change the Physical product form of Guaranty to look more
like this?  Power has changed their form and it may help for us to all be
consistent especially when we are asked to amend an existing Guaranty to
include more products.  If you do decide to amend your form, please send the
new form to credit.

Thanks for everyone's input.

Carol


Russell,

Because it covers swaps, a financial lawyer needs to look at it.  Even when
the primary exposure is physical.

Stacy

	Russell Diamond/ENRON@enronXgate
	05/01/2001 07:46 AM

		 To: Stacy E Dickson/HOU/ECT@ECT
		 cc: Randy Otto/CAL/ECT@ECT
		 Subject: FW: Gulf Guarantee for Enron

Stacy,
Attached is a draft guaranty from Gulf Resources to cover physical
transactions between their sub, Crestar Energy Marketing and ENA.  Can you
please review this format and provide your comments.  The guaranty covers
purchase/sale and swap transactions, although our primary exposure is only
physical natural gas.  I am not sure if one of the financial attorney's needs
to look at this too

Thanks
Russell

**Randy, Take a look at the guaranty and the types of transactions we have
with this counterparty to understand the need for the guaranty.

 -----Original Message-----
From:  Rick_Miller@gulf.ca@ENRON
[mailto:IMCEANOTES-Rick+5FMiller+40gulf+2Eca+40ENRON@ENRON.com]
Sent: Monday, April 30, 2001 9:34 AM
To: Diamond, Russell
Subject: Gulf Guarantee for Enron

Russell:

I understand from Jeff McPhail of our marketing group that Enron is looking
for
a parental guarantee from Gulf Canada for one of our subsidiaries - Crestar
Energy Marketing Corp.  (Jeff did not mention the subsidiary Enron was
requesting to have guaranteed).  I am enclosing a form of parental guarantee
that we have signed in the past.  Please review and call with any questions.

Thanks,

Rick Miller
Assistant Treasurer
403-233-3015

(See attached file: Enron Guarantee.doc)

******* End *******

 - Enron Guarantee.doc


CalPeak was formed as a project company, and is being funded by UTC.

CalPeak was formed less than two months ago, and has no financials.

We will provide a pro forma balance sheet should the bidder be selected.

Types of typical project support are things like a UT gurantee for one
month's fuel supply, etc.

Chuck

----- Original Message -----
From: "Ann Donnelly" <adonnell@prmllp.com>
To: "'Charles Hinckley'" <cch@cchinckley.com>; <Kim.Ward@enron.com>;
<adonnell@prmllp.com>
Cc: "'Lyons, Mark'" <mhlyons@earthlink.net>
Sent: Monday, April 02, 2001 4:10 PM
Subject: RE: CalPeak Power RFP - Shortlist

> I just spoke with Kim and she updated me that her credit manager is very
> satisfied with the creditworthiness of United Technologies (he thoroughly
> reviewed the website and all available information).  He reports UT has an
> A+ rating.  However, he can find no link to CalPeak Power, and could we
> please provide that.  Kim would also like some additional specifics on the
> mechanisms that are envisioned for credit support from UT to CalPeak.
>
> Ann T. Donnelly, Ph.D.
> Principal Consultant
> Power Resource Managers, LLP
> 1610 C Street, Suite 102
> Vancouver, WA 98663
> Phone: 360/693-8484
> Fax: 360/693-3487
> e-mail: adonnelly@prmllp.com
> Website: http:\\www.prmllp.com
>
> -----Original Message-----
> From: Charles Hinckley [mailto:cch@cchinckley.com]
> Sent: Monday, April 02, 2001 12:08 PM
> To: Kim.Ward@enron.com; adonnell@prmllp.com
> Cc: Lyons, Mark
> Subject: Re: CalPeak Power RFP - Shortlist
>
>
> CalPeak Power, LLC is a project company and is now a wholly owned
subisdiary
> of Untited Technologies Corporation (NYSE: UTC).  UTC information is
> available at www.utc.com, and from the commercial rating services.
>
> It is not invisioned that CalPeak will benifit from an absolute gurantee
> from UTC; however, some credit suport mechanism will be built into the
> project and into the fuel supply agreements.
>
> Chuck
>
>
> ----- Original Message -----
> From: <Kim.Ward@enron.com>
> To: <adonnell@prmllp.com>
> Cc: <cch@cchinckley.com>
> Sent: Monday, April 02, 2001 2:39 PM
> Subject: Re: CalPeak Power RFP - Shortlist
>
>
> >
> > Ann,
> >
> > I just spoke with Jay Williams from our credit department and he only
> needs
> > CalPeak's latest audited financial statements with management notes.
Any
> > additional information that helps us understand the company and how it
is
> > set up will be helpful.  Sending this information overnight will
probobly
> > be our best bet.  My address is as follows:
> >
> > 1400 Smith Street, EB3206a
> > Houston, TX  77002
> >
> > Also, Jay's phone number is 713-345-3923.  Let me know if you have any
> > questions.
> >
> > Thanks,
> >
> > Kim
> >
> >
> >
> >
> >
>
>
>
>


I agree with Sami's comments.
Brazilian contracting parties + Brazilian matter in controversy = Brazilian
judge will probably accept jurisdiction and review the case, in accordance
with Article 88 (I)(II)(III) of the Brazilian Civil Procedure Code, in case
one of the two Brazilian contracting entities challenge foreign arbitration,
although parties have deliberately chosen foreign arbitration.

Jos, Margalith
Assessoria Jur?dica
Fone n (11) 3138-7589
Fax n (11) 259-1530
e-mail: margalith@elektro.com.br

>>> <Randy.Young@enron.com> 01/10 10:49 am >>>

For what it is worth, I agree with Sami's concern that we may laboring
under a false sense of security in assuming that a foreign arbitration
provision in a Brazilian contract, between Brazilian contracting parties
relating to a Brazilian matter in controversy would be easily enforced by a
Brazilian court.  Inevitably, we have to fight hard for these "concessions"
in our negotiations and end up leaving a lot of Enron consideration (not to
mention blood and sweat) on the table to get these provisions inserted in
our contracts.  If we are really being "taken" by these crafty Brazilian
lawyers (like the former General Counsel of the Odebrecht Group), I think
we should re-think the policy in this specific instance.

Elektro, because it is the fifth largest electricity LDC in Brazil, has a
long history of litigation in the Sao Paulo courts (we had a number of
cases, you will recall, when we bought it, and have had others since). It
is clearly not the only substantial, high-profile Brazilian company Enron
has down here, making it a little hard for us to negotiate these provisions
as "foreigners"  the way we do elsewhere.

By all means we should check with Jose Emilio, but if he shares Sami's
(and, I have to say, my) concerns, I think we should consider making a
special rule for Brazil-to-Brazil contracting transactions.  Perhaps we
could have the first position be ICC arbitration in Sao Paulo (in
English?), with a forum savings clause that states that if the arbitration
provision is held unenforceable that the litigation will be in the courts
(federal, if possible) of Sao Paulo.  The worst thing that could happen is
that we enter into an arbitration provision, thinking we are safe, and end
up in some court in a smaller city in a backwater part of Brazil where they
are a little loose on the law and perhaps even looser on the concepts of
justice, due process, etc.

If you would like me to be involved in the further discussions, let me
know.

Randy

Sami Arap
01/10/2001 06:20 AM

To:   Robert C Williams/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:   Michelle Blaine/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT,
margalith@elektro.com.br, Randy Young@ENRON_DEVELOPMENT, Rob
Walls@ENRON_DEVELOPMENT

Subject:  Re: Elektro's telecom project

Thanks again, Bob.

I will call Jos, Emilio to check.  I agree that a foreign arbitral award is
enforceable in Brazil (whether international or local aspects are under
discussion) provided that you follow the "exequatur" procedure at the
Brazilian Supreme Court.  I have personally participated in the enforcement
of a foreign arbital award against Odebrecht a few years ago.

However, the point I am raising is that in case one of the two Brazilian
contracting entities challenge such foreign arbitration clause and refer
the matter under dispute to a local court, it is most likely that the
Brazilian judge will accept jurisdiction and review the case, in accordance
with Article 88 (I)(II)(III) of the Brazilian Civil Procedure Code.  In
such event, if Enron (please note that I am always & only referring to an
Enron Brazilian entity) agrees to a foreign arbitration clause with a
Brazilian counterparty, it may end up resolving its contractual disputes at
the Brazilian courts (and this is exactly what I am trying to avoid by
suggesting ICC arbitration in S?o Paulo for all contracts entered into
between two Brazilian entities).

Even if the two Brazilian contracting entities refer the matter under
dispute to foreign arbitration and, at the same time or at a later stage,
one of the parties decide to challenge the foreign arbitration clause and
refer the matter to the local courts, it is most likely that the Brazilian
Supreme Court will recognize the local courts jurisdiction and decide that
the foreign arbitration clause was null and void.

I will be in Houston on Friday, January 26, and would very much appreciate
the opportunity to discuss this matter in detail with you and possibly with
Rob Walls and/or Jim Derrick.

Regards,

Sami

Robert C Williams@ENRON_DEVELOPMENT
01/09/2001 10:18 PM

To:   Sami Arap/SA/Enron@ENRON
cc:   Michelle Blaine/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT,
margalith@elektro.com.br@ENRON, Randy Young, Rob Walls

Subject:  Re: Elektro's telecom project  (Document link: Sami Arap)

Sami,

I agree on the issue of Brazilian law.  But on the question of foreign
arbitration, our advice has been that such a clause will be enforced by the
local courts, even if the dispute has no international aspects other than
the parent is foreign (although there was a dissenting opinion from one
lawyer on this issue).   Could you check this point with Jose Emilio Pinto
at Tozzini or Fernando Serec?  As to local arbitration, we have accepted
this where the dollar amount of the disputes is likely to be less than
$500,000.  We should probably also have a cumulative cap of, say, $5
million.   On bigger deals, Rob orJim have resisted local court
jurisdiction.  The most flexible they have been to my knowledge where more
$ is at stake is to agree to ICC-administered arbitration in Sao Paulo.  In
this case, I think we should propose the local arbitration procedure which
would is best calculated to result in an impartial award, whether that be
ad hoc, ICC, FIESP, or Canadian-Brazilian C of C.  Jose Emilio would have a
view on this, too.  Hope this is helpful.

Bob

Sami Arap@ENRON
01/09/2001 04:48 PM

To:   Michelle Blaine/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Robert C
Williams/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:   margalith@elektro.com.br

Subject:  Re: Elektro's telecom project  (Document link: Robert C Williams)

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Michelle and Bob;

Thanks for the reply.  The issue here is when Brazilian entities (only) are
entering into a contract which obligations will only be performed in Brazil
and such agreement is governed by Brazilian laws.  My understanding of the
Enron arbitration policy (and please correct me if I am wrong) is that when
Enron (as a foreign company) is dealing with foreign governments,
governmental agencies or government-owned companies, or private companies
from the host company, we must follow our internal policy by choosing
preferred arbitration rules, preferred place of arbitration and preferred
governing law.

In case of Elektro, as well as any other Brazilian Enron entity (EAS, ECE
etc), entering into a contract with another Brazilian party with
obligations to be performed in Brazil, such contract will most likely be
governed by Brazilian laws.  Although the parties are in principle able to
select a foreign law in Brazil, the contracting parties must comply with
local public policy.  I strongly advise that two or more Brazilian parties
contracting obligations in Brazil agree that the respective contract be
governed by the laws of Brazil.

With respect to the dispute resolution mechanism, we are all aware of
Enron's policy to avoid referring disputes to the Brazilian courts.  In
case of the above mentioned Elektro deal, the idea is to submit all
contract controversies to arbitration under ICC rules in S?o Paulo.  To me,
the question is whether we use "ad hoc" arbitration OR institutional
arbitration (i.e. submit the matter to FIESP or the Canadian-Brazilian
Chamber of Commerce to act as the "arbitration administrator").

FYI since I joined Enron, I've been told that all of Enron's Brazilian
entities should use foreign arbitration as their contracts' dispute
resolution mechanism.  In my opinion, this concept may not work the way
Enron wants.  If the local Enron entity is dealing with another Brazilian
party and (suppose) both parties have agreed to use ICC arbitration in NY,
it is most likely that, in case the Brazilian counterparty decides to refer
the matter under dispute to the Brazilian courts, the local judge will
accept jurisdiction and review the case.  You may ask "why".  The reason is
because there are two Brazilian parties contracting obligations to be
performed in Brazil under the laws of Brazil; as a consequence a local
judge will accept jurisdiction.

I'd very much like to emphasize that, while working as General Counsel of
the Odebrecht Group, I use to accept foreign arbitration clauses in
contracts entered with Affiliates of foreign companies because I knew that,
at the end of the day, I could always challenge the dispute resolution
mechanism agreed in the contract and refer the matter to the local courts.
Since Odebrecht's counterparties did not do their homework properly ...

Arbitration was first introduced in Brazil through the Federal Constitution
of 1824.  The Civil Code of 1916 ractified the use of arbitration, however,
it obliged the arbitral award to be reviewed by the local courts.  Only in
1996, with the issuance of the Brazilian Arbitration Act (Law 9307), it was
recognized the use of arbitration as a definitive dispute resolution
mechanism without having to submit the final arbitral award to the review
of the local courts.

With respect to enforceability, please note that the arbitral award is
final, binding and enforceable towards the contracting parties.  Only in
case a Party decides not to comply with the final arbital award, the other
Party may refer the arbitral award to a local judge to obtain an
"exequatur".

Please feel free to contact me at the earliest possible convenience to
continue to discuss this arbitration matter.

Rgds,

Sami

Robert C Williams@ENRON_DEVELOPMENT
01/09/2001 03:55 PM

To:   Michelle Blaine/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:   Sami Arap/SA/Enron@ENRON

Subject:  Re: Elektro's telecom project  (Document link: Sami Arap)

There was a concern at one point that FIESP would favor big, "homegrown"
companies.   I'm sure Sami knows more about this than I do, though.

Michelle Blaine
01/09/2001 12:37 PM

To:   Sami Arap/SA/Enron@ENRON
cc:   Robert C Williams/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT

Subject:  Re: Elektro's telecom project  (Document link: Robert C Williams)

Definitely we do not want to submit to the local courts.  Do suggest ICC
arbitration but I am only vaguely familiar with FIESP. I think that is
fine, but please remind me what it is.  I am going to call you from my cell
in a little bit because I have to leave the office.

Sami Arap@ENRON
01/09/2001 11:47 AM

To:   Robert C Williams/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Michelle
Blaine/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:

Subject:  Elektro's telecom project

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Elektro is participating in the negotiation of a telecom project to form a
SPC among Elektro and four other LDCs (Bandeirante, CPFL, CTEEP and EPTE).
The SPC will be named "SP Telecom".  SP Telecom will develop
telecommunication services using the LDCs' infra-structure.  After SP
Telecom's formation, an investor will be selected to purchase the majority
of the company's shares.  Elektro will have a 5% participation in SP
Telecom and this deal will generate approximately US$10MM in revenues for
Elektro.

The Parties have been discussing a draft MOU for several months, however,
this matter came to my attention only a few weeks ago.  The MOU has been
reviewed by all Parties and is currently on final rounds of negotiation.

There is one pending issue which I need to discuss with you before I get
Jim Derrick's sign-off.  CTEEP and EPTE (state and private owned LDCs) have
requested that the MOU, as well as any other SP Telecom project agreement,
includes a dispute resolution mechanism through the courts of S?o Paulo.  I
have discussed this matter with Jose Margalith (Elektro's in-house counsel)
and Randy Young, and have suggest Margalith to offer ICC arbitration at
FIESP (the S?o Paulo State Industries Federation) as an alternative.

Orlando Gonzalez asked me to assist him to resolve this pending issue at
the earliest possible convenience.  Any thoughts or ideas ?  Please feel
free to call me (55-11-5503-1226).

Tks for your assistance to this matter.

Sami Arap

(See attached file: SP Telecom 08-01-01.ppt)


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