Sounds like a good idea to me.  Steve Walton and I have been involved in the
NW negotiations.  I'd be happy to go to FERC to talk to Alice, Rob, and Mike.

	Enron Capital & Trade Resources Corp.

	From:  Donna Fulton @ ENRON                           08/30/2000 11:53 AM

To: Joe Hartsoe/Corp/Enron@ENRON
cc: James D Steffes/HOU/EES@EES, Sarah Novosel/Corp/Enron@ENRON, Christi L
Nicolay/HOU/ECT@ECT, Mary Hain/HOU/ECT@ECT, Jeff Dasovich/SFO/EES@EES,
Richard Shapiro/HOU/EES@EES, Steven J Kean/NA/Enron@Enron, Joe
Hartsoe/Corp/Enron@ENRON
Subject: Re: EPSA Meeting

Since the rates departments are going to review the October 15 RTO filings,
and because we expect many of them to be deficient, I think we can take
advantage of some opportunities to set up meetings with the three directors
-- Alice Fernandez, Rob Cupina, and Mike Coleman -- to educate them and their
staffs on the minimum RTO requirements we feel are necessary for a successful
RTO.  We can also take this opportunity to let them know some of the
weaknesses we expect to see in the filings, so that they can begin to think
about these issues before the filings are made.  Also, by meeting with FERC
staff prior to the filings, we can state our positions without ex parte
communications on any specific filings.  To make the meetings successful,
we'll need to get input and information from the regional people on the
status of the RTO negotiations.  It might also make sense to have a regional
person attend these meetings to provide first hand accounts of what's been
happening in the RTO meetings.

Joe Hartsoe
08/30/2000 12:14 PM
To: James D Steffes/HOU/EES@EES, Sarah Novosel/Corp/Enron@ENRON, Christi L
Nicolay/HOU/ECT@ECT, Donna Fulton/Corp/Enron@ENRON, Mary Hain/HOU/ECT@ECT,
Jeff Dasovich/SFO/EES@EES
cc: Richard Shapiro/HOU/EES@EES, Steven J Kean/NA/Enron@Enron, Joe
Hartsoe/Corp/Enron@ENRON

Subject: EPSA Meeting

Sorry -- This apparently was not recieved by everyone.  Thanks JOE
---------------------- Forwarded by Joe Hartsoe/Corp/Enron on 08/30/2000
12:01 PM ---------------------------

Joe Hartsoe
08/30/2000 08:48 AM
To: James D Steffes/HOU/EES@EES, Sarah Novosel/Corp/Enron@ENRON, Christi L
Nicolay/HOU/ECT@ECT, Donna Fulton/Corp/Enron@ENRON, Mary Hain/HOU/ECT@ECT,
Jeff Dasovich/SFO/EES@EES
cc: Richard Shapiro/HOU/EES@EES, Steven J Kean/NA/Enron@Enron, Joe
Hartsoe/Corp/Enron@ENRON

Subject: EPSA Meeting

The EPSA meeting in Chicago was successful.  In addition to numerous
stakeholders, the press was there in full force. It became clear that
deregulation is not complete, and that the problem is not deregulation -- but
continuing unnecessary regulation.

Commissioner Massey's speech on why competition is necessary was actually
quite good.  His message is approximately 90 percent consistent with Enron's
on the wholesale level (He even called for Federal siting authority.).  He
sees price caps as a stop gap only and votes for them as a last resort.
However, he still contradicts himself when he questions the use of single
price auctions because they do not work as intended; but, he comments that
PJM is working.  I and others will work with him to make sure he
understands.

I spent time with Mike McLaughlin (Director of Corporate Applications) and
Rob Cupina (Director of Rates, Central).  We spoke about the RTO filings due
October 15.  I shared my concern that some of the RTO filings may be
incomplete and asked what actions FERC may take if the filings are
deficient.  Mike indicated that the RTO filings will be processed by the rate
offices of the three regions (east, central and west) in Dan Larcamp's group
(OMTR).  He believes that Order 2000 will become as "voluntary" as Order 436
was.

If you would like to discuss or have particular questions, please do not
hesitate to call -- 202.466.9150  JOE


Kit Blair has started working in Volume Management today.

Prior to Enron, Kit worked with Starbucks Coffee Company as a Store Manager
and as a Financial Analyst. He is a '00 graduate of the University of Oregon
with a degree in Business Administration and Finance.

Please welcome Kit to our Portland office!

Thanks - MO


Please submit....

adr

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


For your followup and confirmation.
thanks,m
---------------------- Forwarded by Mike McConnell/HOU/ECT on 01/16/2001
09:52 AM ---------------------------

christine.krumbholz@eds.com on 01/06/2001 02:49:13 PM
To: mike.mcconnell@enron.com
cc:
Subject: Super Bowl Registration

Thank you for submitting your registration for the EDS Super Bowl
XXXV event. We look forward to seeing you in sunny Florida!

Sincerely,
Christine Krumbholz
EDS

Attendee Information
--------------------
Prefix:   Mr.
Name:     Mike McConnell
Badge Name: Mike McConnell
Company:  Enron Global Markets
Email:    mike.mcconnell@enron.com
Address:  1400 Smith Street
City:     Houston
State:    Texas
Zip Code: 77002
Phone:    713-853-1450
Fax:      713-853-1922
Method:   Fax
Relation:
Jacket:   Medium
Shirt:    Large

Attendee's Guest
----------------
Name:   Chris McConnell
Badge Name: Chris McConnell
Relation: spouse
Jacket: Medium
Shirt:  Medium

Hotel Information
-----------------
Hard Rock:     Y
Check-In:
Check-Out:
Special Needs:

Activities
---------
Activity Selection:
        Friday, 26 January:
        Saturday, 27 January: Universal Studios
Guest's Activity Selections:
        Friday, 26 January:
        Saturday, 27 January: Universal Studios

Special Occassion
----------------


Hi Vince,

Thanks for the e-mail.  We have included live links to price curves through
Reuters quotes via Telerate Bridge but we still have static curves for gold
and cocoa.  Kirstee is talking to Andreas in NY to obtain position files on a
daily basis, addressing point 2) in your e-mail, as well as looking into
longer term integration issues.  Cantekin and I have agreed the correct
correlations for the metals between us, but Cantekin is currently checking
the correlations for silver and gold.  Preliminary results based on positions
as of 19th July are as follows:

We noticed that position mapping at the front months can change VaR
significantly.

As you stated, Kirstee Hewitt will now be assuming responsibility for further
modifications to the model on the London side and to this end I have ensured
that Kirstee is put in touch with key personnel like Andreas (Andreas will be
in the London office next week) and has access to all the information she
needs.

Regards,

Anjam Ahmad
Research
x35383

SPREADSHEET:


I would definitely talk with Wes Colwell about doing the presentation on
Business Analysis & Reporting.  I think that he would do a great job!


Gerald,

I'm real happy to let you handle this totally yourself.  Let me know if you
want or need any help.

Steve

	Gerald Nemec
	08/08/2000 11:31 AM

		 To: Edward D Gottlob/HOU/ECT@ECT
		 cc: Steve Van Hooser, Lauri A Allen/HOU/ECT@ECT, Eric Gillaspie/HOU/ECT@ECT
		 Subject: Re: EOL Int. Transportation

Ed,  I can meet with you to discuss this.  Thursday or Friday afternoon would
work for me.  Let me know your schedule.

	Edward D Gottlob
	08/08/2000 10:45 AM

		 To: Gerald Nemec/HOU/ECT@ECT, Steve Van Hooser/HOU/ECT@ECT
		 cc: Lauri.A.Allen@enron.com, Laura Harder/Corp/Enron@Enron
		 Subject: EOL Int. Transportation

I would like to set up a meeting with one of you to talk about EOL
transportation business.  Lauri and I could come by and show you what we
intend to do and some of the information we have gathered.  We will need your
help to get a GTC / contract together that will cover the business we intend
to do.  EDG


My thoughts  and prayers are with you and your family.


If we would have sent that Beaver Morris's home loan email that beaver could
have had a roof over his head and this never would have happened.


Thanks Anjam.
That's looks great.
Sorry about the second request.
I didn't realise you were in a meeting.

Thanks,
Sharad


Attached is a reference document that I prepared for Steve Kean that shows
current and former Enron and Corporate Policy Committee membership as well as
VP PRC membership.


Sorry, on the first file, I sent I did not change the header at the top to
read "October".  The numbers are the same; however, the one attached here
states "October" at the top.


FYI -

It appears the issue of how to execute inter-desk swaps is still not resolved. I've attached the instructional worksheet Bill sent out awhile ago - it is actually a very coherent rendering of the intricacies involved in entering these enigmatic deals. (Read: Inter-desk swaps are not real easy to understand. This worksheet is.)

One tip: If STCA is long or short going into the Real Time market, they will have entered a purchase from or sale to the California Imbalance as a sort of "place holder." An offsetting purchase or sale will need to be made under the STCA book in order to complete the deal and keep STCA flat.

If you're feeling ambitious and want to see the direct effects of putting deals in under the wrong book, run a Forward Obligation report (in Enpower Reports under the Risk tab) for the day, desk, and region in question. If you did everything correctly, the report should produce nothing but zeroes.

Kate Symes
Real Time Trading Support
Office/503-464-7744
Cell/503-819-2181
Fax/503-464-7996


------------------------------------------------------------------------------------------------------
W E E K E N D   S Y S T E M S   A V A I L A B I L I T Y

F O R

May 11, 2001 5:00pm through May 14, 2001 12:00am
------------------------------------------------------------------------------------------------------

SCHEDULED SYSTEM OUTAGES:

ARDMORE DATA CENTER - FACILITY OPERATIONS: No Scheduled Outages.

AZURIX: No Scheduled Outages.

EB34 DATA CENTER - FACILITY OPERATIONS: No Scheduled Outages.

EDI SERVER: No Scheduled Outages.

ENRON CENTER SOUTH DATA CENTER - FACILITY OPERATIONS: No Scheduled Outages

ENRON NORTH AMERICAN LANS:      AlSO SEE ORIGINAL REPORT
Impact:  CORP
Time:  Fri 5/11/2001 at  6:15:00 PM CT thru Fri 5/11/2001 at  7:00:00 PM CT
	Fri 5/11/2001 at  4:15:00 PM PT thru Fri 5/11/2001 at  5:00:00 PM PT
	Sat 5/12/2001 at  12:15:00 AM London thru Sat 5/12/2001 at 1:00:00 AM London
Outage:  Trader DFS Re-Configuration
Environments Impacted:  Corp
Purpose: Data access
Backout: Continue to use ENEHOU
Contact(s): 	Frank Coles    (713)406-0470
		John Cheng     (713)853-1672

FIELD SERVICES:  No Scheduled Outages.

INTERNET: No Scheduled Outages.

MESSAGING: No Scheduled Outages.

MARKET DATA: No Scheduled Outages.

NT: No Scheduled Outages.

OS/2:  No Scheduled Outages.

OTHER SYSTEMS:         ALSO SEE ORIGINAL REPORT
Impact:  CORP
Time:  Sat 5/12/2001 at  10:00:00 AM CT thru Sat 5/12/2001 at  5:00:00 PM CT
	Sat 5/12/2001 at    8:00:00 AM PT thru Sat 5/12/2001 at  3:00:00 PM PT
	Sat 5/12/2001 at  4:00:00 PM London thru Sat 5/12/2001 at  11:00:00 PM London
Outage:  Disk upgrade for dual boot on server gfp1.
Environments Impacted:  Infinity development
Purpose: Disk upgrade needed to establish dual boot redundancy.
Backout: reinstall old configuration
Contact(s): 	Malcolm Wells    713-345-3716

Impact:  CORP NFS
Time:  Fri 5/11/2001 at  8:00:00 PM CT  thru Fri 5/11/2001 at  10:00:00 PM CT
	Fri 5/11/2001 at  6:00:00 PM PT thru Fri 5/11/2001 at   8:00:00 PM PT
	Sat 5/12/2001 at  2:00:00 AM London thru Sat 5/12/2001 at  4:00:00 AM London
Outage:  OS upgrade on NFS servers calvin and hobbes.
Environments Impacted:  Sitara, Weather App. Infifity NFS
Purpose: The upgrade is needed for added SIFS functionality and support.  SIFs is the component that allows NT/UNIX access.
Backout: We can revert to one of several previous OS version stored on disks.
Contact(s): 	Malcolm Wells    713-345-3716

Impact:  Unix
Time:  Sat 5/12/2001 at  2:00:00 PM CT thru Sat 5/12/2001 at  4:00:00 PM CT
	Sat 5/12/2001 at  12:00:00 PM PT thru Sat 5/12/2001 at  2:00:00 PM PT
	Sat 5/12/2001 at  8:00:00 PM London thru Sat 5/12/2001 at  10:00:00 PM London
Outage:  Neutron - Add a CPU boardd
Environments Impacted:  UniX Users
Purpose: increase cpus
Backout: Remove / replace board.
Contact(s): 	Adam DeRidder    713-853-1428
		Michael Barber      713-853-5530
		Wilford Stevens     713-853-7564

SITARA:    See above

SUN/OSS SYSTEM: No Scheduled Outages.

TELEPHONY:       SEE ORIGINAL REPORT

TERMINAL SERVER:  No Scheduled Outages.

UNIFY:   ALSO SEE ORIGINAL REPORT
Impact:  CORP
Time:  Fri 5/11/2001 at  4:00:00 PM CT thru Sat 5/12/2001 at  3:30:00 PM CT
	Fri 5/11/2001 at  2:00:00 PM PT thru Sat 5/12/2001 at  1:30:00 PM PT
	Fri 5/11/2001 at 10:00:00 PM London thru Sat 5/12/2001 at 9:30:00 PM London
Outage:  Configure new hard disk and install all necessary OS and software.
Environments Impacted:  Power Settlements users
Purpose: Upgrade server
Backout: Re-install old hard disk, fall back to stand-by server as last resort.
Contact(s): 	Michael Cuccia    713-853-6629
-----------------------------------------------------------------------------------------------------------------------------
								FOR ASSISTANCE

(713) 853-1411   Enron Resolution Center

Specific Help:
Information Risk Management			(713) 853-5536
SAP/ISC                                                                               (713) 345-4727
Unify On-Call 					(713) 284-3757  [Pager]
Sitara On-Call					(713) 288-0101  [Pager]
RUS/GOPS/GeoTools/APRS			(713) 639-9726  [Pager]
OSS/UA4/TARP				(713) 285-3165  [Pager]
CPR						(713) 284-4175  [Pager]
EDI Support 					(713) 327-3893  [Pager]
EES Help Desk					(713)853-9797 OR (888)853-9797


GCP adjustments highlighted in red.

Rgds.

Samuel x3-9890
(GCP_Enron Networks)

From: Walter Guidroz/ENRON@enronXgate on 03/13/2001 05:13 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, 03-13-01

Please see attached.


No
--------------------------
Sent from my BlackBerry Wireless Handheld (www.BlackBerry.net)


0010 Lone Liquidations:
Phillips N45554.3 is a take to the desk, deal was killed in sitara
PGL&C should be transferred to the Peoples desk - tagg has the book as
FT-Peoples.
Take remaining variance.
PL


Sometimes I really worry about you...

I know it's not kind to laugh at the misfortune of others, but I must say I
was rolling when I read your email.  It's a good thing I didn't send the
other card I was debating over last night which alluded to the possibility of
you and Darren spending too much time together (not as funny in light of your
shack last night).  So how did you explain your attire this morning to your
MD?

Hope the presentation was a rousing success.

Shorty

Ted Noble
08/31/2000 10:09 AM
To: Susan M Scott/HOU/ECT@ECT
cc:
Subject: Thanks

Hey,

Thanks for the card.  I got a good chuckle out of it.  You will appreciate
this story.  I go to leave last night around 12:00 but somehow I don't have
my keys.  Well, they were in my locker at the Met, which of course is closed
at this point.  So, I stay at Darren and sleep on his couch.  Well, I try to
sleep but his fire alarm keeps beeping ever 1-2 minutes and is really
annoying.  So, being a guy, I take the alarm completely out of the wall with
my leatherman tool.  Finally go to sleep and arrive in my same clothes and
baseball hat at work around 7:30 to pick up my keys and head home and
shower/change.  Of course this cannot go perfectly, so I run into my MD on
the way to the Met parking lot. Smooth.  I finally arrive back at work around
9:00 and miss the group's morning weather briefing.  I find this whole thing
pretty funny and it is all due to my keen organizational skills.  I'll talk
to you later.

Ted


Well it is that time of year again to start looking at Demarc Allocations. Please look at your Demarc Allocation procedures and review them, get with your teams and discuss them and ask questions to make sure everyone understands them.

Each person running a cycle is to look at Demarc to see if the numbers call for an allocation. This should be looked at during the Timely, Evening, ID/1 and ID/2 cycles. If the numbers look like an allocation is needed contact Gary Spraggins, Steve January, Darrell Schoolcraft, Lynn Blair, Terry Kowalke or John Buchanan.

Thanks: John Buchanan


<<5-03-01.pdf>>

Richard Costigan, III
Chief of Staff
Office of the Assembly Republican Leader
California State Assembly
Phone:(916) 319-2005

 - 5-03-01.pdf


We have received an executed First Amendment to Master Agreement by and between Vermont Gas Systems, Inc. and Enron North America Corp., which amends a) certain credit provision for both parties and b) certain other provision of the Master Agreement due to regulatory changes.

Copies will be distributed.

Stephanie Panus


Jim --

I'll be staying downtown.  Once I finalize my plans, I'll get in touch to finalize our meeting.  You're right about our thinking - probably just to get a feel for some ideas, nothing formal.

Thanks,

Jim

 -----Original Message-----
From: 	"Turnure, James" <JTurnure@icfconsulting.com>@ENRON [mailto:IMCEANOTES-+22Turnure+2C+20James+22+20+3CJTurnure+40icfconsulting+2Ecom+3E+40ENRON@ENRON.com]
Sent:	Wednesday, September 05, 2001 11:47 AM
To:	Steffes, James D.
Subject:	RE: Discussion of Market Power Options for FERC

Jim--

Thanks for getting back to me.  I can make 7:30 AM next Thursday.  Are
you at a hotel in DC or surroundings?  It would probably make the most
sense for me to meet you there; we can talk over coffee, or else let me
know what would be convenient for the two of you.

If you are truly interested in this topic, and in any sort of hurry, we
can prepare a more detailed preliminary proposal in short order; but I
am guessing that you are not there yet, and we can just talk about it
next week.  There are a couple of different ways you could proceed; it
might even be interesting to combine forces with other market players
through EPSA.  So there's both the substance and the process to think
about.  I look forward to hearing your thoughts on the subject.

--Jim Turnure
Principal, Energy Group
ICF Consulting
9300 Lee Highway
Fairfax, VA 22031
(703) 934-3617 office
(202) 423-6583 cell


Let me know if you see any problem.  Mark
----- Forwarded by Mark E Haedicke/HOU/ECT on 09/26/2000 11:45 AM -----

	Mark E Haedicke
	09/26/2000 10:19 AM

		 To: Bruce Lundstrom/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
		 cc:
		 Subject: Re: FOR IMMEDIATE REVIEW: Agreement Restricting Power Generation
Competition in Asia Pacific Region

I talked to Mark Frevert and John Sherriff and they are ok with the
provision.  Mark

	Bruce Lundstrom@ENRON_DEVELOPMENT
	Sent by: Liz N Martinez@ENRON_DEVELOPMENT
	09/25/2000 04:54 PM

		 To: Kristina Mordaunt@Enron Communications, Scott Sefton@ECT, Frank
Sayre/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Vicki Sharp@EES, John
Schwartzenburg/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Stephen Wallace@ENRON,
Mark E Haedicke@ECT, Daniel R Rogers/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT,
Michael Moran@ENRON, Randy Young@ECT, Sandeep
Katwala/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Elizabeth Labanowski@ECT, Eric
Newell@ENRON, Janet Place@ENRON, Mark A Evans/HOU/EES@EES, Al
Alexanderson@Enron
		 cc: Stephanie Harris@ENRON, Rob Walls/NA/Enron@Enron, Rex Rogers@ENRON, Greg
Whalley@ECT, Ken Rice@ENRON COMMUNICATIONS, Andrew S Fastow@ECT, Lou L
Pai@EES, Larry L Izzo/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Sanjay
Bhatnagar/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rick
Bergsieker/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, David W Delainey@ECT, Stanley
Horton@ENRON, Bill Donovan@ECT, James M
Bannantine/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Diomedes
Christodoulou/SA/Enron@Enron, James L
Noles/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Bill Cordes@ENRON, Larry
DeRoin@ENRON, Peggy Fowler@ENRON, Lance Schuler@ECT, Mark Frevert@Enron, Mark
A Evans/HOU/EES@EES, Mike McConnell/HOU/ECT@ECT, Jeffrey A Shankman@ECT, Wade
Cline/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Shawn
Cumberland/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Jeffrey McMahon@ECT, Jeffrey
Sherrick@ENRON, J Mark Metts@Enron, James A
Hughes/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rebecca
McDonald/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
		 Subject: FOR IMMEDIATE REVIEW: Agreement Restricting Power Generation
Competition in Asia Pacific Region

General Counsels -

At the direction of the Enron APACHI Office of the Chairman, I am sending
this e-mail to you pursuant to the Enron Corp. Policy on Noncompetition.  I
would appreciate if you would check with your CEO/COO regarding this e-mail
and respond to me by Friday, September 29 if you have questions or concerns.
Enron APACHI may need to commit to the following provisions (that bind Enron
affiliates) by Monday, October 2.

Given the consolidating power generation market in Asia Pacific, Enron Asia
Pacific/Africa/China (Enron APACHI) is proposing to enter into a transaction
with Marubeni and Sithe Asia to combine the respective power generation
portfolios into a single company (Newco).  Newco would be charged with making
the shareholders' investments as liquid as possible to allow for sale of the
shareholders' respective stakes in Newco.

The shareholders believe that Newco must not be seen by the market as a
"dumping ground" for existing power projects but rather as the vehicle
through which the investors will continue to pursue power generation
opportunities in Asia.  As a result, Enron APACHI proposes to include
competition restrictions in the Marubeni/Enron Shareholder Agreement that
would bind their respective affiliates.

The following is a summary of these competition provisions:

Enron affiliates (with the exceptions stated below) could only develop or own
power projects in the Asia Pacific Region (as defined below) after first
offering the opportunity to Newco.  If Newco declines the opportunity, Enron
would be free to own the project itself or offer the project to third parties
provided that the terms do not materially improve.  Development or ownership
does not include the provision of construction, O&M, offtaker or risk
management services.

There are a number of exceptions to this rule:  (a) small projects involving
20 MW or less; (b) projects in which Enron owns less than a 1/3 interest; (c)
projects initiated by our SK joint venture; (d) Korean projects using natural
gas produced by Enron; (e) projects obtained in a corporate acquisition in
which Asia generation is less than 20% of the value of the acquisition; and
(f) situations in which any Enron company would be exposed to fiduciary
liability to another shareholder in complying with the competition
restriction.

"Affiliates" will be defined to exclude Enron affiliates which are
publicly-owned (e.g., Azurix).

"Asia Pacific Region" will be defined to include Brunei, China (including
Hong Kong and Macau), South Korea, North Korea, Taiwan, Vietnam, Laos,
Cambodia, Thailand, Myanmar, the Philippines, Malaysia, Indonesia, East
Timor, Singapore, Papua New Guinea and the Pacific Islands (including Guam,
Saipan, the Federated States of Micronesia, and Fiji, but excluding Hawaii).
It does not include Japan and Australia.

The competition clause would survive until the earlier of (a) Enron selling
its interest in Newco or (b) December 31, 2003.

Thank you,
Bruce Lundstrom, General Counsel, Enron APACHI


---------------------- Forwarded by Phillip K Allen/HOU/ECT on 08/20/2000
05:39 PM ---------------------------

"Lucy Gonzalez" <stagecoachmama@hotmail.com> on 08/15/2000 02:32:57 PM
To: pallen@enron.com
cc:
Subject: Daily Duties

      Phillip,
           We have been working on different apartments today and having to
listen to different, people about what Mary is saying should i be worried?
ants seem to be invading my apartment.You got my other fax's Wade is working
on the bulletin board that I need up so that I can let tenants know about
what is going on.Gave #25 a notice about having to many people staying in
that apt and that problem has been resolved.Also I have a tenant in #29 that
is complaining about #28 using fowl language.I sent #28 a lease violation we
will see how that goes
                                                  call you tomorrow
                                           Thanx Lucy
________________________________________________________________________
Get Your Private, Free E-mail from MSN Hotmail at http://www.hotmail.com


I knew we would have to address this eventually.

CES is long 3600/month in TGT Z4 at CG&E.  I showed them a $2.66 bid for
tomorrow.  Before I had worked up the price, CES decided to take the gas into
CGAS at Lebanon.

This gets real messy.  Is there any way we can refuse this?  At first, I was
thinking we would have to do this.  Now, I don't like the idea because it
will be really messy in the summer.


We could really use you on the Team, but if you insist that you are unable to participate in this weekend's meet . . . entertain me with your best excuse!  : )


You have been subscribed to enl-dailyupdate-txt with the email address
"vkamins@enron.com"

To unsubscribe, send a blank email to
leave-enl-dailyupdate-txt-13662E@estutenws11.energy.williams.com


Dear Technical Professional,

Thank you for your previous interest in ASME Continuing Education Institute Short Courses.  If you do not wish to receive email updates from C.E.I. any longer, please type REMOVE in the subject area and return to alberts@asme.org

We will be coming to Las Vegas, NV on February 11-15, 2002.  Please join us at Harrah's Las Vegas for the following courses:

ASME A 17.4 Emergency Evacuation of Passengers from Elevators, 2/11/02, $299 Member and Non-Member

Introduction to Elevators and Escalators, 2/11-12/02 $795 Member/$895 Non-Member

ASME B31.3 Process Piping, 2/11-14/02, $1,195 Member/$1,295 Non-Member

ASME A17.1 Safety Code for Elevators and Escalators, 2/12-15/02, $1,295 Member/$1,395 Non-Member

How to Perform Elevator Inspections Using ASME A17.2.1 and A17.2.2, 2/13-15/02, $950 Member/$1,050 Non-Member

How to Predict Thermal Hydraulic Loads on Pressure Vessels and Piping, 2/14-15/02, $795 Member/$895 Non-Member

To register for any course, call 1-800-843-2763 (THE-ASME) or visit http://www.asme.org/education/shortco/calendar.htm
*Don't forget to mention "EM" when you register!

COURSE LOCATION: Harrah's Las Vegas, Mardi Gras Tower, 2nd Floor, 3475 Las Vegas Boulevard South, Las Vegas, NV

COURSE TIMES: 8:30 a.m. - 5:00 p.m. (Registration is from 7:30 a.m. - 8:30 a.m.)

HOTEL RESERVATION: Call 888-458-8471
HOTEL RATE: $105.00 (rate for 2/10/02 - 2/14/02)/$129.00 (rate for 2/9/02)
(Mention S2ASME2 for group rate; based on availability)

If you would like more information about our Short Course program, contact us at 212-591-8132.

ASME Continuing Education Institute is upgrading its group email function for better service.  If you have received this email in error, we apologize for the inconvenience.  To unsubscribe please send a blank email to leave-asme_cei0211-1070771A@list.asme.org


Just a reminder that we still need to discuss the physical deals with volumes in the sitara for March.  You said we were going to talk to Bob Hall about that today.


---------------------- Forwarded by Kay Mann/Corp/Enron on 04/02/2001 11:15
AM ---------------------------

"DeBerry, Jeremiah A." <JeremiahDeberry@paulhastings.com> on 04/02/2001
11:14:08 AM
To: "'Kay.Mann@Enron.com'" <Kay.Mann@Enron.com>, "'JKeffer@KSlaw.com'"
<JKeffer@KSlaw.com>
cc: "'Michael.Young@NorthWestern.com'" <Michael.Young@NorthWestern.com>,
"Kahn, Marguerite R." <MargueriteKahn@paulhastings.com>

Subject: Turbine Purchase - Letter Agreement

"paulhastings.com" made the following annotations on 04/02/01 12:14:16
------------------------------------------------------------------------------
NEW E-MAIL ADDRESSES AT PAUL, HASTINGS, JANOFSKY & WALKER LLP

We have changed our e-mail address.  Our new domain name is
paulhastings.com.  In most cases, our address is composed of
conventional first name and last name plus @paulhastings.com.  Here are
two examples: janesmith@paulhastings.com and danjones@paulhastings.com.
If you have any questions, please contact us at noc@paulhastings.com.

==============================================================================
"The information transmitted is intended only for the person or entity
to which it is addressed and may contain confidential and/or privileged
material. Any review, retransmission, dissemination or other use of, or
taking of any action in reliance upon, this information by persons or
entities other than the intended recipient is prohibited. If you
received this in error, please contact the sender and delete the
material from all computers."

==============================================================================

In connection with  the above referenced matter, attached for your review
are?clean and  blacklined copies of the Letter Agreement.? The blacklined
copy has been  marked to indicate changes made to the initial draft provided
by  Enron.
?
Please note that the  attached draft of the Letter Agreement has not been
reviewed by NorthWestern,  and therefore remains subject, in all respects, to
NorthWestern's review and  comments.?
?
Please contact me  with any questions or comments.
************************************************
Jeremiah A. DeBerry, Esq.
Paul Hastings Janofsky & Walker  LLP
399 Park Avenue
New York, New York 10022
Phone: (212) 318-6458
Fax:???? (212)  319-4090
?
?
 - Clean Copy -  LETTER AGREEMENT.wpd
 - BLACKLINE -  LETTER AGREEMENT.wpd


As you know, there have been significant changes within the Global Risk
Operations group.  As such, I have prepared an updated organization chart to
reflect the group's reporting responsibilities going forward.

David Maxwell has excepted a position in EIM reporting to Andrea Reed.  He
will be responsible for developing the analytical systems for deal flow.
Susie Ayala will take over David's position as lead of the Merchant Assets
group.

Daniel Falcone has accepted a rotation into the EGM fundamentals research
group.  Antia Luong will take Daniel's place in the Risk Controls group.

Please join me in congratulating everyone on their new roles.

Best regards

Shona


Amy Oberg's brown bag, Coming Full Circle: A Plausible Future for Power Generation has been cancelled.
We apologize for any inconvenience this may cause.  Please keep watching for future brown bags.


Any time after 1 pm works for me.

	Rae Meadows/ENRON@enronXgate
	05/17/2001 02:07 PM

		 To: Gerald Nemec/HOU/ECT@ECT
		 cc:
		 Subject: Meeting with Chris Sherman

Chris Sherman wants to set up a meeting with you next Tuesday afternoon.
What times are you available and is that a good time for you?  Thanks.


Can you please send your email addresses and fax numbers too.   (So I can
email you information)

Thank you.

   Maureen McVicker
   Steve Kean's Assistant

Joe Ronan <JoeR@calpine.com> on 05/15/2001 05:23:14 PM
To: "'skean@enron.com'" <skean@enron.com>
cc: James Macias <Jmacias@calpine.com>

Subject: Governor's Generator Phone calls

Steve--I am at 925-600-2085, and Jim Macias is at 925-600-2306. Thanks.


Sun Devil:
Sonoran Pipeline -  Market intelligence indicated KMI personnel are canvassing the Phoenix market to solicit interest in a new lateral off the proposed Sonoran project.  El Paso Natural Gas is also supposedly contacting their CD customers to verify interest in expanding the Maricopa lateral.
Marketing -
	Panda Energy - Meeting scheduled for 11/6 in Dallas to pitch various rate structures.
	AZ Public Service -  Will schedule next meeting based on Panda response to proposals.

Preparing detailed supply basin study and Phoenix supply / demand balance for management review.
El Paso / FERC  - Reviewing comments recently submitted.  Shippers indicate some decision likely from FERC as early as Dec 2001 or as late as March 2002.
Copper Eagle Gas Storage - Submitted non-binding bid for 100% of Copper Eagle storage capacity for 10 year term ($15mm/year).


Paul,
I am not sure how this info gets to you; but, attached is the sales confirm I executed this morning.  TW is selling "operational gas" to Western, effective April 1,2002.


Please find attached the presentations that were made during the Government
and Regulatory Affairs off-site in June.  Apologies for the delay.

THE BRATTLE GROUP

KYRAN HANKS & DUNG TRAN

JIM STEFFES

DONALD LASSERE

PAUL DAWSON

PHILIP DAVIES

ALFREDO HUERTAS

DOUG WOOD

PETER STYLES

STEPHEN JONES


Are you excited about the sequel?  Don't worry, I'll go se it with you.

I know you are excite about the reunion, so I won't even ask about that.

EB

Shanna Husser@ENRON
04/19/2000 08:16 AM
To: Eric Bass/HOU/ECT@ECT
cc:
Subject:

FYI- Your dad was right- I heard on the radio this morning where they have
already signed Keanu Reeves and Lawrence Fishburne to a movie deal for a
sequel to the Matrix.

Also, I talked to my new manager about leaving around 3 the weekend of you
reunion- and she said that would be fine.

SH


what are you talking about?  Are you going to be a GRANNY???

	From:  Kathleen Carnahan                           04/19/2001 08:30 AM

To: Kay Mann/Corp/Enron@Enron
cc:

Subject: Re: ENA/Blue Dog: Closing Checklist and ENA Incumbency Certificate

You got it.  I will complete the certificate.

Granny (yep, that's me)

Kay Mann
04/19/2001 06:16 AM
To: Kathleen Carnahan/NA/Enron@Enron
cc:

Subject: ENA/Blue Dog: Closing Checklist and ENA Incumbency Certificate

Hi Kathleen,

Here's another deal like CA Development. We'll be doing the certificate of
incumb. today, I think.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 04/19/2001 06:16
AM ---------------------------

"Reuter, Marisa" <MReuter@KSLAW.com> on 04/17/2001 06:33:07 PM
To: "'kay.mann@enron.com'" <kay.mann@enron.com>
cc: "Keffer, John" <JKeffer@KSLAW.com>

Subject: ENA/Blue Dog: Closing Checklist and ENA Incumbency Certificate

Kay:

Attached please find a preliminary draft of a Closing Certificate as well as
of an Incumbency Certificate.  At your convenience, please provide me with
the names, titles and contact information that will need to be included in
the Incumbency Certificate.  Thanks.

Regards,

Marisa

 <<ENAIncumbencyCertificate.DOC>>  <<ClosingChecklist.DOC>>

                    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.

 - ENAIncumbencyCertificate.DOC
 - ClosingChecklist.DOC


http://sokolin.com/1998's.htm

1998 monbousquet


Louise,

I was under the misimpression that EnronOnline LLC would have employees, and,
as such, that Robert would need to be an officer.   Since that is not the
case, there is no such need.  Sorry for the confusion!

Thanks.

Michelle

Louise Kitchen
11/14/2000 01:17 PM
To: Michelle Cash/HOU/ECT@ECT
cc: Robert Jones/Corp/Enron@ENRON, Tana Jones/HOU/ECT@ECT, Andy
Zipper/Corp/Enron@Enron
Subject: EnronOnline LLC

I had an odd request come in today for Robert to become an officer of
EnronOnline LLC.  EnronOnline LLC should not be used for anything (eg we get
employed by Net Works LLC) -  I don't understand why are we using EnronOnline
LLC for HR purposes.  I have rejected the request until you get back to me as
I am concerned we are using it when we should not.

Thanks

Louise


Hey Guys,
We are now on board with FSP, Good Luck.

I will help out as much as I can, give a call if you have any questions that I might be able to answer.
503.804.7982

Thanks, Serena


Eldon's got a 9:20 AM time on Monday morning, if you're interested.


To: Mike Terraso

cc: Jeff Keeler
 Steve Kean
Linda Robertson
 Catherine McKalip-Thompson

From:   Lisa Jacobson

Re: White House Climate Change Task Force

Date:   April 16, 2001

Per your request, here is some preliminary information on the
Administration's climate change task force.  First, there is a White House
climate change task force and it has met at least twice already.  It is
coordinated by the Domestic Policy Council and the National Economic
Council.  Emphasis during the first meetings has been on procedure, education
and review of the key issues.

The task force facilitates the Administration,s ongoing "cabinet level
review" on climate change policy.  They are aiming for as high a level of
participation as possible, but acting and deputy assistant secretaries have
also been attending.  White House staff is being very tight-lipped about the
task force discussions due to political sensitivities and fears of media
leaks.

The task force will solicit input from outside stakeholders (scientists,
industry and environmental groups), but as I understand it, participation on
the task force is limited to government officials.

The task force is set to meet frequently - possibly weekly - over the next
six weeks.  I have heard different descriptions of its objectives.  Some have
said its goal is to develop broad principles, procedures and a strategy in
preparation for the resumed international negotiations in Bonn, Germany this
July (COP-6 II).  Others suggest that the White House intends to release a
specific proposal on climate change, with domestic and international
components, as early as next month.

On the domestic front, Enron has been providing input to the Administration
on our creative ideas for a multi-pollutant air emissions strategy for the
power generation sector.  We have been invited to provide input on
international proposals, with a preferred timeline of this week.

At this stage, each task force meeting is dedicated to covering a different
topic (i.e., science, economic impacts, role of technology, etc.).  The
meetings tend to have an educational angle, as many participants are not
familiar with these specific and technical issues.  The task force has likely
not yet delved into analysis of the market-based mechanisms (emissions
trading or project-based options to reduce greenhouse gas emissions) or other
issues related to the United Nations Framework Convention on Climate
Change/Kyoto Protocol negotiations.

Enron has an excellent relationship with John Howard, the task force
coordinator from the Domestic Policy Council.  Jeff and I plan to meet with
Bob McNally, the National Economic Council coordinator, tomorrow.

Jeff and I also would like to talk with you about strategy and
recommendations for the White House on international proposals.  It would be
valuable for Enron to weigh in supporting:

? Action to reduce greenhouse gas emissions even in the absence of scientific
certainty on climate change
? Continued U.S. engagement in international efforts to reduce greenhouse gas
emissions
? Flexibility for industry to meet emission reduction goals
? Market-based approaches to reduce greenhouse gas emissions - like emissions
trading - that allow reductions to occur at lower costs to consumers,
governments and businesses
? Cooperation with developing countries to ensure their participation in any
treaty to reduce greenhouse gas emissions - however, developed countries
should be encouraged to take action now and work towards solutions

These bullets are consistent with Enron,s current position statement.

I will work to confirm whether the task force has non-government members and
how industry and, more specifically, Ken Lay and Enron could participate and
provide input.

Please let me know if you have any questions.

Lisa Jacobson
Enron
Manager, Environmental Strategies
1775 Eye Street, NW
Suite 800
Washington, DC 20006

Phone: +(202) 466-9176
Fax: +(202) 331-4717


We are completing a telephone systems audit that involved sweeping executive
and executive assistant telephones and workspaces for listening devices.
This sweep included your telephone(s).

On Thursday, November 9, the following tests were conducted by Swailes and
Associates and CTF Specialists under the supervision of Corp. Security:

Each office was swept for radio frequency listening devices
Each telephone was opened and physically inspected
Each telephone line was checked for downline listening devices
All executive and assistant extensions were programmatically evaluated to
determine whether secondary, unknown telephones were associated with the same
extension

No problems were found.

Thanks,

Andrew Parsons
IT Compliance
3-6665


Got a call from Dennis out of the blue this afternoon.  He's pretty gung ho,
and also alluded to several other projects he's got on the front burner
(gas-fired power deals).  He had met again with some DOE folks in DC about
the power contract and feels it is 70-80% locked in.  Have you ever known a
project developer who would admit to less than 70-80% odds???  I look forward
to talking on Tuesday.  DF


Hi,

Any of you still looking for a 4th group member for Finance?

I am in the Tuesday section....but I guess for the projects section
doesn't matter.
Lemme know,

Thanks,

Vikram

PS: I stay in Daly City and work in Santa Clara.

%%% overflow headers %%%
CC: abilla@haas.berkeley.edu,
asbo@haas.berkeley.edu,
bansal@haas.berkeley.edu,
sboyle@haas.berkeley.edu,
bukowski@haas.berkeley.edu,
winchan@haas.berkeley.edu,
andychen@haas.berkeley.edu,
chin@haas.berkeley.edu,
cornes@haas.berkeley.edu,
dasovich@haas.berkeley.edu,
dcouto@haas.berkeley.edu,
debruyn@haas.berkeley.edu,
devroede@haas.berkeley.edu,
esarte@haas.berkeley.edu,
fiske@haas.berkeley.edu,
fontana@haas.berkeley.edu,
frye@haas.berkeley.edu,
gao@haas.berkeley.edu,
hajela@haas.berkeley.edu,
hari@haas.berkeley.edu,
hornbeck@haas.berkeley.edu,
hudacko@haas.berkeley.edu,
huss@haas.berkeley.edu,
iyer@haas.berkeley.edu,
jjackson@haas.berkeley.edu,
cjenkins@haas.berkeley.edu,
jerian@haas.berkeley.edu,
kannan@haas.berkeley.edu,
kazi@haas.berkeley.edu,
keffer@haas.berkeley.edu,
kelly@haas.berkeley.edu,
kerudi@haas.berkeley.edu,
keshav@haas.berkeley.edu,
klotzgue@haas.berkeley.edu,
kohli@haas.berkeley.edu,
krishnas@haas.berkeley.edu,
skumar@haas.berkeley.edu,
dileep@snms.com,
kupiecki@haas.berkeley.edu,
kwon@haas.berkeley.edu,
langridg@haas.berkeley.edu,
clee@haas.berkeley.edu,
petlee@haas.berkeley.edu,
llevine@haas.berkeley.edu,
dliu@haas.berkeley.edu,
lysaght@haas.berkeley.edu,
magner@haas.berkeley.edu,
cmartine@haas.berkeley.edu,
mcvey@haas.berkeley.edu,
meirelle@haas.berkeley.edu,
rmellenc@haas.berkeley.edu,
mendelso@haas.berkeley.edu,
mi@haas.berkeley.edu,
murthy@haas.berkeley.edu,
muthukum@haas.berkeley.edu,
neale@haas.berkeley.edu,
nimmagad@haas.berkeley.edu,
jparker@haas.berkeley.edu,
pasmooij@haas.berkeley.edu,
jpatel@haas.berkeley.edu,
pestoni@haas.berkeley.edu,
pine@haas.berkeley.edu,
prabhaka@haas.berkeley.edu,
premkuma@haas.berkeley.edu,
rangaraj@haas.berkeley.edu,
arao@haas.berkeley.edu,
ravinuta@haas.berkeley.edu,
srobinso@haas.berkeley.edu,
rogan@haas.berkeley.edu,
roukema@haas.berkeley.edu,
sama@haas.berkeley.edu,
sanghi@haas.berkeley.edu,
scharf@haas.berkeley.edu,
shao@haas.berkeley.edu,
shrivast@haas.berkeley.edu,
siddiqi@haas.berkeley.edu,
sklarin@haas.berkeley.edu,
msmith@haas.berkeley.edu,
psmith@haas.berkeley.edu,
sundares@haas.berkeley.edu,
tamborni@haas.berkeley.edu,
tandun@haas.berkeley.edu,
vavrek@haas.berkeley.edu,
vinson@haas.berkeley.edu,
viswanat@haas.berkeley.edu,
wadhwa@haas.berkeley.edu,
vwang@haas.berkeley.edu,
owang@haas.berkeley.edu,
fwen@haas.berkeley.edu,
windham@haas.berkeley.edu,
swu@haas.berkeley.edu,
yarak@haas.berkeley.edu,
srikanth.hari@mail.com,
achen@us.ibm.com,
davis@haas.berkeley.edu
%%% end overflow headers %%%


fyi... you were right -- an employee did forward the email on California --
and we got great feedback!
---------------------- Forwarded by Karen Denne/Corp/Enron on 03/28/2001
02:45 PM ---------------------------
From: Cindy Derecskey on 03/28/2001 10:29 AM
To: Karen Denne/Corp/Enron@ENRON
cc:

Subject: Re: California Energy Crisis

----- Forwarded by Cindy Derecskey/Corp/Enron on 03/28/2001 10:29 AM -----

	Sherri Sera
	03/28/2001 08:52 AM

		 To: Steven J Kean/NA/Enron@Enron, Mark Palmer/Corp/Enron@ENRON
		 cc:
		 Subject: Re: California Energy Crisis

FYI - SRS
---------------------- Forwarded by Sherri Sera/Corp/Enron on 03/28/2001
08:53 AM ---------------------------

Lana Steffen
03/28/2001 08:09 AM
To: Kenneth Lay/Corp/Enron@ENRON, Jeff Skilling/Corp/Enron@ENRON
cc:

Subject: Re: California Energy Crisis

Mr. Lay and Mr. Skilling:

I shared the below article with my brother, due to his interest in the
California energy crisis.  Since he is an "outside" source, I thought you
might like to see his comments regarding your article.  They follow below:

 I read the entire article you sent on the California power crisis by Enron.
I think
 they should publish this very article in all of the California papers.
That's the simplest and best,
 get to the point, no bull article I've seen on the  matter. I would agree
100% with their assesment
 of the mess. Californian's have no one to blame but their State government's
stupidity, although they're
 trying to find someone.

Thanks for an understandable article!

Lana Steffen
Administrative Analyst
Liberal, KS

Ken Lay and Jeff Skilling
03/13/2001 04:17 PM

Sent by: Ken Lay and Jeff Skilling
To: All Enron Worldwide
cc:

Subject: California Energy Crisis

California,s power crisis has generated heated debate over the last several
months.  Unfortunately, this debate has generated more heat than light.  We
want you to know what the facts are and what we are doing about the crisis.
Please spend a few minutes reading the following overview on the situation
and our position on California energy issues.

What happened in California

The source of California,s current problem is as straightforward as supply
and demand.  California,s economy grew 29 percent since 1998.  This increased
the demand for electricity by 24 percent.  At the same time, regulatory
restrictions prevented new generation from getting built in the state.  So
demand grew but regulations prevented supplies from being added.  The result,
predictably, is a shortage.  This summer, peak capacity will be about 10
percent shy of peak demand, leading to further blackouts in the state.

In addition to the supply and demand imbalance, there are two other related
factors that led to the current crisis.  First, the state,s regulations
forced all sales and purchases into the spot market.  The spot market for
power is extraordinarily volatile.  The way firms behave in a free market
when faced with such volatility is to construct a portfolio of purchases long
term, medium term and short term, to reduce exposure to this volatility.  In
California, state regulation prevented this strategy.  This would be the
equivalent of putting the entire state on an adjustable rate mortgage in the
most volatile interest rate environment imaginable.  Everything was fine
while the power surplus persisted, but when shortages ensued, every megawatt
was purchased at the sky rocketing spot price.

Second, retail markets were not deregulated.  Regulated retail rates remained
in effect, and stranded cost recovery charges were structured to keep
competition out.  This meant that utilities were forced to pay high wholesale
prices in the spot market but were only able to recover costs at the
regulated retail rate.  They are now nearly bankrupt.

In short, California,s problems were caused by regulation, not deregulation.
Regulations prevented competitors from entering the market, prevented new
generation from being built, and prevented prudent hedging against volatile
spot prices.

At the time California was developing its restructuring plan, Enron warned
the state,s policy makers about these risks and proposed alternatives, which,
if adopted, would have averted the current crisis.

Enron,s Role

Many political leaders in the state have elected to fix blame rather than fix
the problem.  Power sellers, including Enron, have been vilified by the
politicians and the media.  Here are the facts:

? Other than a small amount of wind power, Enron is not a generator in the
state of California.  Every megawatt we sold in California we bought in the
same market available to other California purchasers.  Because we are a
market maker, not a generator, we are not biased toward high prices.  We are
interested only in having a market that works so that we can package products
for our customers.
? As a seller to end-use markets in the state, we provided protection from
the problems the states, utilities, and their customers, now face.  We
protected, and still protect, our customers from price volatility.

You may have read that EES recently elected to have the utilities supply
power directly to its customers in California instead of procuring power on
the open market.  Early reports mischaracterized this as a &turnback8 of our
customers to the utilities.  Here are the facts:

? As a result of a variety of factors existing in the current California
market, it made more sense for EES to source power for its customers directly
from the utilities.  This decision reduced EES,s market price risk by
allowing EES to access lower utility rates.
? EES did not terminate any customer contracts, and our customers continue to
receive the financial benefits of their contract prices.
? EES is continuing to work with its California customers to provide them
with other energy-related products and services, including assistance in
reducing the demand for power, particularly at peak times.

Enron is currently proposing solutions to help California work out of its
crisis; Enron continues to sign up customers in the state; and Enron
continues to actively manage its risks and capture opportunities in Western
power markets.  Enron,s primary business is managing risk for our customers
with solutions customized to meet their needs.  There has never been more
demand for our products and services.

The Solution

The solution to California,s crisis is also straightforward.  In summary, the
state must increase supply, reduce demand, reduce reliance on the spot market
and shore up the financial stability of the state,s utilities.

Increasing Supply

California,s process for siting and permitting new generation is nothing
short of Byzantine.  Enron has built plants elsewhere in the country in less
than a year.  In California, it often takes 5 to 7 years.  California simply
must streamline this process.  Ironically, while many of the regulations
generators must overcome are aimed at improving environmental quality, the
regulations are preventing new clean technology from coming online and
displacing current plants, which emit 40 times as much NOx.  California can
have abundant power and cleaner air by expediting the permitting of new
facilities.

Reducing Demand

Customers in California today have no incentive to reduce or shift demand.
They pay the same rate no matter what the market price is.  An open retail
market would trigger demand responses, which would balance supply and demand
at lower prices than today.  California should fully open its retail market.

Reducing Reliance on the Spot Market

In a truly deregulated market, customers would protect themselves from
volatile spot prices by purchasing some of their requirements on a longer
term, fixed-price basis.  The state has instead left procurement in the hands
of the utilities, which it has forced to buy exclusively in the spot market.
Opening the market at the retail level will give customers control over their
price risk.

Restoring the Financial Integrity of the State,s Institutions

The utilities in California are not paying their bills.  This has led to
greater uncertainty in the market, higher costs, and reduced flexibility to
arrive at lasting solutions.  California must permit its utilities to recover
their costs so they can pay their bills and invest in the transmission and
distribution assets necessary to get power from where it is to where it is
needed.

Just as important as doing these things, the state must avoid policies that,
while politically attractive, do not fix the problem or even make matters
worse.  Price caps have been proposed.  They don,t work; have never worked;
and they will not work here.  Price caps succeed only in creating shortages,
which then have to be allocated among competing users.  Imagine how
ineffectively the government would be in determining, for example, whether it
is better to make its limited power supplies available to the Imperial Valley
or Silicon Valley.  Price caps are a surefire way to make the current
shortage worse.

The state has also proposed to take over generation and transmission in
California.  There is no reason to believe, and every reason to doubt, that
the state will be more effective than free markets at investing in,
constructing, operating and maintaining assets.  This will also result in
California tax revenues being spent on power transmission and power
generation -- which the private sector can do -- instead of education, roads
and other public goods -- which the private sector cannot do.

As you are approached by people outside the company or are learning about the
crisis from the media, it,s important for you to know this:  We at Enron will
continue to serve our customers and we will continue to propose real
solutions to the state.


? A source within the generator community confirms press reporting that Coram
Energy plans to file an involuntary bankruptcy early next week.  Through an
intermediary, we were able to corroborate this information with a senior
member of the CA ISO board.  Coram  Energy is a relatively small wind
generator QF based in West Vancouver, British  Columbia, though it also owns
wind stations in California.  Coram has 238  40 kw units.
? The source believes that this filing may have been precipitated by the
fact that many people believe it would take a blackout for Governor Davis  to
be able to get his bailout plan passed by the legislature.  It is  unlikely
that blackouts would happen in April or May, meaning a  long wait for the
cash strapped QFs to wait to get paid.
? The filing will be against Socal.
? In order to file an involuntary bankruptcy, Coram  would have to file along
with at least two other creditors owed $10,000 or more.  Sources report Coram
has two other creditors who will file with them (working on finding out who
they are).
? Sources also report that other QFs are "taking  legal advice" on how to
proceed in light of these developments.


As of today's gas day, ENA has a balance of 658,375 dth in CES's storage.  We
still have 56,000 dth we can over inject for the month of May to reach our
"approved" max monthly injection amount.

In Sitara, I am showing all 658,375 dth of ENA gas coming out of storage in
the month of August.


I'd be more than happy to run a test of the new forward obligation report in
order for you to move it to production. I do use the application everyday
when determining the West desk positions in relation to each other, so it's a
report I'm familiar with and also one that may affect me if it's changed.
Please let me know if you'd like me to run the report and under what terms.

Thanks,
Kate Symes
Trading Support
503-464-7486


I talked with the same reporters yesterday (with Palmer and Shapro).

Any other information that you can supply Gary would be appreciated.  Steve, did Gary A. get your original as the CAISO turns email?

GAC

-----Original Message-----
From: Gary Ackerman [mailto:foothillservices@mindspring.com]
Sent: Thursday, August 30, 2001 3:04 PM
To: Dan Douglass; Lynn Lednicky; Sandra McDonough; Dan Pigeon; Lynn
Fisher; Karen Denne; Richard Wheatley; Paula Hall-Collins; Joe Ronan;
Tom Williams; Ed Mosey; Mike Hansen; Jan Mitchell; Toni Amendolia; Mark
Stutz; Steve Roalstad; John Sousa; John Fistolera; Dace Udris; carol
clawson; catherine Parochetti; Ellen Averill; Frederick Bermudez
Subject: Busy Day with the LA Times

Investigative Reporters at the LA Times called me today (I'm not going
to say who, but they are long-time pros, don't worry about that) asking
questions about the enormous amount of Out of Market (OOM) energy being
purchased by the ISO.  They wanted to know if this was due to the
DWR/CERS long-term contracts?  They wanted to know if this is effecting
the real-time markets.

The answers, of course, is yes.  However, I need you folks to help me
collect information from your settlements people substantiating what is
currently conjecture.  That is, the OOM costs are being allocated to
Scehduling Coordinators who are "short" in their hourly schedules.  Your
generators may be buying real-time energy from the ISO, thinking they
are getting a bargain, only to discover 60 days later, or more, that an
enormous OOM charge has been allocated to your company.  That is highway
robbery.  Help me put some evidence to this.

gba


The confirmation below is the same for EOL and Non-EOL deals.  The bolded
"EOL identifier" will not pull in if the deals is not done on Enron Online.
This template is straight out of the database, coding included:

Thanks,
Joe

---------------------- Forwarded by Larry Joe Hunter/HOU/ECT on 10/10/2000
03:41 PM ---------------------------
From: Tana Jones on 10/10/2000 03:30 PM
To: Larry Joe Hunter/HOU/ECT@ECT
cc:
Subject: Re: Omnibus

Can you forward alison the template for an omnibus swap.  The attached
appears to be an EOL template.
----- Forwarded by Tana Jones/HOU/ECT on 10/10/2000 03:29 PM -----

	Allison McHenry@EES
	10/10/2000 03:16 PM

		 To: Tana Jones/HOU/ECT@ECT
		 cc:
		 Subject: Re: Omnibus

The Confirmation I'm wanting is the other form you gave us which under
General Terms starts with "Notional Quantity per Determination Period". Do
you have it? Thanks.

From: Tana Jones@ECT on 10/10/2000 03:07 PM
To: Allison McHenry/HOU/EES@EES
cc:
Subject: Re: Omnibus

That's what I just sent you....

	Allison McHenry@EES
	10/10/2000 03:04 PM

		 To: Tana Jones/HOU/ECT@ECT
		 cc:
		 Subject: Re: Omnibus

Thanks Tana. Do you also have the Confirmation (SWAP) form that said "EOLID"?
I think that was the form we understood you to say was the "preferred" form.
Thanks again.

From: Tana Jones@ECT on 10/10/2000 02:54 PM
To: Allison McHenry/HOU/EES@EES
cc:
Subject: Omnibus

The omnibus swap below, plus this Annex A make up the "omnibus" confirm.

----- Forwarded by Tana Jones/HOU/ECT on 10/10/2000 02:52 PM -----

	Larry Joe Hunter
	10/09/2000 05:26 PM

		 To: Tana Jones/HOU/ECT@ECT
		 cc:
		 Subject: Omnibus

Tana,

Here's a Draft I had in my personal file.  I thought this would be easier
than deleting the coding from the system template

Joe


The Honorable Ron Wyden
US Senate
516 Senate Hart Office
Washington, DC  20510
202-224-5244
202-228-2717 (fax)
Chief of Staff:  Josh Kardon
Legislative Director:  Carole Grunberg

The Honorable Phil Gramm
United States Senate
Russell Senate Office Building-370
Washington, DC  20510
202-224-2934
202-228-2856 (fax)
Chief of Staff:  Ruth Cymber
Legislative Director:  Richard Ribbentrop

The Honorable Tim Hutchinson
US Senate
239 Dirksen Senate Office Building
Washington, DC  20510
202-224-2353
202-228-3973 (fax)
Chief of Staff:  Todd Deatherage
Legislative Director:  Chris Spear


The closing dinner for the big financing will be on Feb. 8.

Just thought I'd keep you current!

Love,

Kay


I see that I failed to include thte attachments.  Here is the entire package.

---------------------- Forwarded by Rebecca W Cantrell/HOU/ECT on 05/25/2001 01:54 PM ---------------------------

	Enron North America Corp.  From:  Rebecca W Cantrell                           05/25/2001 01:37 PM

To:	Richard B Sanders/HOU/ECT@ECT, Robert Williams/ENRON@enronxgate, Phillip K Allen/Enron@EnronXGate
cc:	James D Steffes/NA/Enron@Enron
Subject:	Responses to FERC Data Request

Attached are the cover letter and narrative responses ENA will provide this afternoon to FERC for the non-public investigation into California natural gas prices.  Please advise me as soon as possible if you have any concerns.

These are basically requests for the same information as we have provided previously in the San Diego  and the CPUC complaint proceedings.  The main difference is in the time period covered.  The San Diego and CPUC data requests were for November-December, 2000 and January-April, 2001, respectively, and this request is for information from May 1999 for any contracts in effect on May 10, 2001.

I am still waiting for the files with the actual data, and I will forward them as soon as available.


Vince,

Here is the info we discussed. If you need anything else, let me know

Joe
x33914

Our London group's web page:

 http://www.weather-risk.com/
 (especially check out the press presentations section; it has a lot of good
general info)

PDO's

 http://www.atmos.washington.edu/~mantua/REPORTS/PDO/PDO_egec.htm
 http://www.srh.noaa.gov/bro/PDO.htm

More general info:

 (has a bit more on precip derivatives than usual, given the audience)

Finally, according to our traders, CME trading activity is down to a couple
of deals a month.
I'll try to dig up some specific articles, but I suspect most of them are in
one way or another CME
press releases so that they will gloss over the low liquidity.


I was out sick Wed-Fri, but now I'm back.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 10/30/2000 07:02
AM ---------------------------

"FAYE STEDMAN" <STEDF@andrews-kurth.com> on 10/27/2000 12:54:19 AM
To: <kay.mann@enron.com>
cc: "PAUL PIPITONE" <PIPIP@andrews-kurth.com>

Subject: ABB Transformer Purchase and Sale Agreement

At the request of Peter Thompson, attached please find a clean copy of the
ABB Transformer Purchase and Sale Agreement.  The formatting has been cleaned
up significantly and the table of contents is now in place.

Peter will be out of the office on Friday, 10/27, however, If you have any
questions or comments, please contact Chris Cobb at (202) 662-3016 who will
be handling this matter in his absence.

Thank you.

 - 82441_2.DOC


I am somewhat frightened that you would allow yourself to be referred to as
MaximMan.  While I realize you are a fan of the magazine, professing so too
loudly may hinder your efforts with the ladies (some of us do have a shread
of dignity, which that periodical in particular attempts to tear away).  My
advice is keep it in the closet or bathroom or where ever it comes in most
"handy".


Attached is an org chart that shows the Energy Assets Services Legal
Department.


Please see attached.

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


All:

	In follow-up to my previous note, enclosed is a revised version of the Gas Master.  I have caught some obvious glitches with some of your help, but your further thoughts would be appreciated.  Also, I am attaching a new marked version which you should be able to open.

Thanks,

Jeff


Guys, attached you will find a final cut on the ENA 2001 expense budget.
Please review and make any adjustments to your existing plan that are
appropriate to hit the net ENA target.  In order to stay flat year on year, I
split the remaining positive variance equally across the groups.  As we had
discussed earlier, these costs will not be allocated to the business units
and will be tracked on the ENA income statement below the line and the
accountability managed by each of you.  All outside variable costs,
specifically related to specific deals, will be charged to the business units
eg) outside legal and tax, outside technical expertise, facility costs,
outside research support, incremental back and mid office support for
specific asset management deals, specific entertainment, etc.  I look at this
cost structure as the minimum capacity charge we need to operate our business
and evaluate/manage our risks.

Wes, can you please  finalize the one page plan (expenses and headcount) for
each group with these changes.

Regards
Delainey


Dear John (and Sara this is a follow-up from my email to you of this morning
our time),

I think Morten-Eric is planning to call you again tomorrow morning and he may
mention this but I am still trying to work out the best way to move forward
on this.  I have also today spoken with David Minns to see if he has done
anything like this before.

Having today had a closer look at the provisions you included and especially
the three at the end (outstanding swap transactions, swaps to roll up under
new master and credit provision of master to govern), I am a bit confused.
Morten did say that you had said that these could be deleted but I wanted to
make sure we were on the same track.

In simple terms, this transaction with Nippon Chemi-con is a simple stand
alone agreement to supply physical power.  (There is not even an option for
financial settlement in this one - although there will be in later ones).
From the credit terms you have proposed I wonder whether you are thinking
that we need a credit support annex or something similar because it will not
be enough just to put in those terms you have included, additional provisions
will be required so that those terms can work (and we don't have a master so
we don't already have any of those).

If so, I guess we need to link a CSA into the power contract.  If Sara has
done this before or can email me something along these lines I am very happy
to have a go at it.

If on the other hand this is less of an ISDA related issue (which I am
starting to suspect) and is something that the lawyers doing physical
electricity trading may have done before, perhaps it is better to ask them
and not Sara.  Have you dealt with anything like this with the physical
traders before - suspect you may well have.

I am attaching the latest draft of the agreement - FYI.

I am really sorry if I seem pedantic or difficult (or less than smart) but I
have never done anything credit related like this before and am very unsure
about the best way to move forward in order to get a draft to the customer
ASAP without imposing anymore than necessary on you all in Houston (or London
if Mark Evans has any ideas).  SO HELP!! (Grin!)

Thanks John.  I wont be in much before 9am tomorrow morning but would be
happy to call you then or later at home, if you want to speak.  Just let me
know what suits you.

	John Suttle@ECT
	2000/11/28 08:32

		 To: Jane McBride/AP/Enron@ENRON
		 cc: Alan Aronowitz/HOU/ECT@ECT, Mark Evans/Legal/LON/ECT@ECT, Sara
Shackleton/HOU/ECT@ECT
		 Subject: Re: credit for Nippon Chemi-con

Sara -

Can you please help Jane in putting credit language into the confirmation of
a Japanese deal?  I have provided a worksheet with credit provisions that
would normally go into a master or an omnibus confirmation.  In this case, it
will be an omnibus.

Please let me know if I can do anything from here.

John

Jane McBride@ENRON
11/27/2000 05:11 PM
To: John Suttle/HOU/ECT@ECT
cc: Alan Aronowitz/HOU/ECT@ECT, Mark Evans/Legal/LON/ECT@ECT
Subject: Re: credit for Nippon Chemi-con

Hi John,

Thanks for this, just wondering though, how do you usually get from this sort
of table to the actual provisions to include in the contract.  Alan, Mark, is
there any easy way to do this?

Thanks.

Jane

	John Suttle@ECT
	2000/11/28 07:05

		 To: Morten E Pettersen/AP/Enron@Enron
		 cc: Jane McBride/AP/Enron@Enron, Joseph P Hirl/AP/ENRON@ENRON
		 Subject: credit for Nippon Chemi-con

Morten Erik -

I recommend the credit terms provided in the attached document to be included
in the Nippon Chemi-con contract.  These are industry standard terms for a
counterparty with credentials such as Nippon-Chemi-con, and these industry
standards are what will enable Enron to syndicate the credit risk if we
decide to do so in the future.

After my discussion with Jonathan last week, I think it is clear that Credit
is on the same page with your team in that we recognize the importance of
getting this first deal booked.  I think that in proposing the terms of your
transaction to the counterparty though, Enron can begin educating the market
as to the nature of the credit risk imbedded in the deal structure, and in
doing so, begin setting the same standards we have in our other portfolios.
The attached credit terms are not set in stone, but I think they are a good
place to start.  I will make myself available to you and the counterparty to
discuss the credit terms, and we will be very willing to negotiate the terms
in good faith.

My point is simply that we should not enter into any of these transactions
without fully discussing the credit implications with the counterparty.

Please feel free to call me or write if you have any questions or concerns.

John
x30906


Louise,

I spoke with Victor yesterday and he said that the numbers we saw in our Cogentrix meeting reflect our standard QF valuation methodology including a residual value of $250 kW, grown at 2.5% until the end of the contracted period.  I had him do a sensitivity analysis by dropping the value to $100 kW and it only had a $50 million impact.

Let me know if you have any additional thoughts.

Don


mike just checked with broker - it's 54.05.

Kerri Thompson@ENRON
02/06/2001 02:03 PM
To: Kate Symes/PDX/ECT@ECT
cc:

Subject: Re: natsource checkout

sorry it has been a long day....the broker has 54.00

   Kate Symes @ ECT                02/06/2001 03:52 PM

To: Kerri Thompson/Corp/Enron@ENRON
cc:

Subject: Re: natsource checkout

looks like that's the price in the deal....am i missing it?

Kerri Thompson@ENRON
02/06/2001 01:57 PM
To: Kate Symes/PDX/ECT@ECT
cc:

Subject: natsource checkout

515365

broker has 54.05

thanks


All,

In my haste to begin the four day weekend last week, I failed to send the
status update I promised in my earlier note.  Below is a slightly tardy but
nonetheless riveting Exchange Linking Status Update.

1.  Exchange Linking Software Development - Functional development was
completed on schedule and we are currently performing testing of the Beta
release.  Initial testing has gone very well.
     A final release is scheduled for January 15th.  I will be working with
Victoria Storey from the Operations group in turning over external testing of
the system.  A deployment plan has been submitted to
     Operations to assist them with the rollout.

2.  Exchange Linking GUI - Development is complete and testing is being
conducted.

3.  Product Mapping -  Product Control Group continues their effort of
coordinating with TrueQuote the products covered under Schedule A of the
contract.  Points of contact have been arranged
      between Enron (Rob Cass) and TrueQuote (Richard Toubia) to continue the
coordination effort required to support ongoing product mapping.

4.  Hardware - All network and server hardware has been received and
installed.

5.  Leased Lines - Anchi Z. has been coordinating with each exchange's
network POC and assisting in obtaining T-1 lines to support this project.  In
the absence of T-1 lines, both TrueQuote and Houston
     Street will be using VPN connectivity to conduct testing.  We should be
up and running with TrueQuote by 28 December so that testing can begin.
Houston Street does not anticipate being ready to
     test anything until the end of February.

6.  Bridging - Downstream system bridging modifications have been made to
accommodate the addition of an external exchange id and an external exchange
deal number.

7.  TrueQuote has stated that they will not make the contract date with
regard to some of the functionality of their system.  They hope to be able to
fully act as a client exchange but are not prepared to
      take on the role of an external exchange (i.e. handle transaction
attempts from Enron.)

8.  Houston Street is back in the picture.  Their stated contract date is
December 4th + 120 calendar days.  This gives them some breathing room.  They
have canned Sapient, built their own internal
      IT team, purchased messaging software from Web Methods and changed
hosting providers.  They will no longer use Genuity out of Boston but Data
Return out of Dallas for their hosting needs.

Please advise if you have any questions or comments.

-David


You asked for it, and we delivered!  ClickAtHome announces the addition of 4 new Internet Service Providers!

Introducing:  Sprint Broadband Direct, a new high-speed Internet solution based on an innovative technology called "fixed wireless", is now available for eligible Enron employees in 13 cities nationwide!
	Houston employees:  Sprint Broadband Direct will be in the Enron Building Lobby on Tuesday, July 31 and Wednesday, August 1 from 10am-2pm.  Get your questions answered regarding special ClickAtHome pricing, service, availability, or anything else!  ClickAtHome Reps will also be there to answer any program questions you may have.

For the North Houston area, Cox Cable and Charter Cable have been added.

And in Orlando, Florida, Time Warner's Roadrunner is now available through ClickAtHome!

Ready to place your order, or have questions regarding availability and pricing?
Visit http://clickathome.enron.com !

Stay tuned for more Internet Service partners this fall- ClickAtHome will continue to provide eligible Enron employees with high-speed Internet Service!

ClickAtHome helps you Get Innovative at Home!

If you are currently using another ClickAtHome Internet Service Provider and would like to switch, you may do so at any time.  You are responsible for any termination fees associated with cancellation.  ClickAtHome will subsidize only one provider per eligible employee.

For further information regarding switching providers:
-- visit clickathome.enron.com
-- click on the "SIGN ME UP" button
-- click on "Internet Options."


They are active throughout the West - mainly California.  We can use them.  Both are good.

Jim

 -----Original Message-----
From: 	Lawner, Leslie
Sent:	Tuesday, October 30, 2001 9:14 AM
To:	Steffes, James D.; Perrino, Dave
Cc:	Walton, Steve; Kaufman, Paul; Comnes, Alan
Subject:	RE: Partial variance to AAC R14-2-1606(b)

I have not seen them active in state proceedings in the west where I have been.  Is that a problem?

 -----Original Message-----
From: 	Steffes, James D.
Sent:	Tuesday, October 30, 2001 6:19 AM
To:	Perrino, Dave; Lawner, Leslie
Cc:	Walton, Steve; Kaufman, Paul; Comnes, Alan
Subject:	RE: Partial variance to AAC R14-2-1606(b)

I would probably utilize either EPSA or WPTF to make the filing.  This is an attack on the competitive generation industry and better to not have Enron point any fingers at a key "potential" customer.

Jim

 -----Original Message-----
From: 	Perrino, Dave
Sent:	Monday, October 29, 2001 7:07 PM
To:	Lawner, Leslie; Steffes, James D.
Cc:	Walton, Steve; Kaufman, Paul; Comnes, Alan
Subject:	Partial variance to AAC R14-2-1606(b)

Leslie,

I have just completed reviewing the APS filing.  This paper explains much of the observed behavior of APS during the DSTAR (WestConnect) proceedings over the last several months.

The paper is so full of market "scare" tactics it seems appropriate to be reading it during the Halloween season.  The token effort of procuring 270MWs starting 2003 and ramping up to 1670 MWs in 2008 is ridiculous.  The statements that APS generation is somehow more secure and reliable than any generation not owned by APS, using the same grid, and that non-APS generators have little if any responsibility to the "Full-Requirements" customers are all beyond belief.

The mis-characterization of the problems experienced in CA, OR and WA and the contemptuous citing of "experts" seems typical of the APS distain for deregulation.

The entire filing is more like a guaranteed plan to recover the "Billion" dollars invested by APS, with convenient adjustment clauses every three years.

As you noted earlier today, the Commissioner of the ACC may be more concerned over the APS stock price than truly encouraging open markets and retail access and what better why to help the stock price than to award APS a 14 year contract...look at what the Defense Department did for Lockheed!!!

I spoke with Chris Lackey who met earlier this month with Pinnacle West's (APS subsidiary) head of Trading who told him that PinWest is very conservative (as stated in the filing), their primary function is to support APS and they saw no real opportunities to conduct business with Enron.  However that could change if their petition is denied.

Please let me know how you'd like to proceed.  If this is approved by the ACC I assume it must then go to FERC, do we have an opportunity to intervene with the ACC and/or FERC in regards to this filing?  If we do, I'll be happy to help you with composition of the documents.

Kind Regards,

Dave


Have you heard anything from John Williams re this matter?   We have yet to
receive from them a new exeuction of the transactions under the new
agreement.  I have tried to get in touch with them.

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


i'm working thru my 188 emails, would you see if there are any invoice drafts for april 2002 for midland cogen please

 -----Original Message-----
From: 	Rabon, Chance
Sent:	Tuesday, May 14, 2002 9:58 AM
To:	Germany, Chris
Cc:	Couch, Greg
Subject:	FW: Sales to Midland Cogen

both sitara deals have been changed to a zero volume apr out.

chance

 -----Original Message-----
From: 	Couch, Greg
Sent:	Tuesday, May 14, 2002 9:44 AM
To:	Rabon, Chance
Subject:	FW: Sales to Midland Cogen

Can you handle this?  I do not have Sitara access.

Thanks,
Greg

 -----Original Message-----
From: 	Germany, Chris
Sent:	Monday, May  13, 2002 3:51 PM
To:	Couch, Greg; Ryder, Patrick
Cc:	Polsky, Phil; Dhont, Margaret; Hamic, Priscilla; Doner, Max
Subject:	Sales to Midland Cogen

We stopped serving Midland Cogen on Sitara deals 340305 and 332163 effective 4/1/2002.  There are trigger prices on both of these deals which automatically generates an invoice whether we physically serve the deal or not (see invoice number 36538SA for April 2002 production).  For April 2002, these deals are generating a credit invoice in the amount of $390,748.50.  I would like to take the trigger volumes to 0 effective 4/1/2002 for the term of the deal to see if this reverses out the credit created in April and keeps us from sending out a credit invoice in the future.

Let me know if this is an issue?

Thanks.


Today's Hottest Travel Deals from Bestfares.com!

DOUBLE UP ON EUROPE WITH LUFTHANSA'S 2-FOR-1 OFFER!

Buy two tickets for the price of one! Fly Lufthansa roundtrip in Economy
Class from the U.S. to Europe between November and March 24, 2002, and
your companion can fly for free! Choose from more than 100 Lufthansa
destinations in 35 countries departing from fourteen U.S. gateway cities.
Imagine New York City to Munich for as low as $544 roundtrip for two, or
Chicago to London for $494 roundtrip, or San Francisco to Vienna for $768
roundtrip. Your reservations and roundtrip transatlantic Economy Class
ticket purchase on Lufthansa must be made by February 15, 2002. All travel
must be completed by March 24, 2002. Prices, as always, are subject to
change.

Plus, get a free HP digital camera! When you purchase and fly on your
Lufthansa 2-for-1 ticket to Europe, you will receive a complimentary HP
215xi digital camera, featuring a 2X digital zoom and image enhancing
software, retail value of $199. To take advantage of this 2-for-1 to
Europe offer, call Lufthansa at 800-645-3880 or visit

http://www.lufthansa-usa.com/bf2116.html

AIRFARES TO SOUTH AND CENTRAL AMERICA FROM $235 RT THROUGH MARCH 14, 2002

If you are looking for one heck of a deal to South America or Central
America, we have some that you haven't seen in years. Can you believe
Miami to Costa Rica from $235 roundtrip, or Rio de Janeiro or Sao Paulo
from Philadelphia or Orlando for $302 roundtrip? How about Atlanta, New
York City or Washington (DC) to Caracas for $278 roundtrip, or Dallas to
Belize for $269 roundtrip through December 13, 2001. Even better, these
fares are valid through March 14, 2002. Visit our South and Central
America super sale at

http://www.bestfares.com/travel/desks/story.asp?id=646

DID YOU MISS OUR CHEAP COAST-TO-COAST FARES FROM $99 RT OR LESS?

We still have a few select cities coast-to-coast for as low as $99
roundtrip, but the number of cities is very limited this week. We ran this
sale for over a month, and now we have been instructed to let the dust
settle to see where the airlines still have a large inventory of seats.
However, if you want low airfares check out our cheap coast-to-coast
section. We may have a winner waiting for you. Visit

http://www.bestfares.com/travel/desks/story.asp?id=35820

SNOOZE YOU LOOSE FARES $178 RT OR LESS

This past weekend if you didn?t visit Bestfares.com, you missed $178
roundtrip or less coast-to-coast fares from Dallas, Houston, Memphis,
Atlanta, Miami, Charlottesville, Detroit, Denver, Minneapolis, St. Louis,
Pittsburgh, Newark, Philadelphia, Cleveland and many more. We still have
temporary fare cuts as of Tuesday morning. These specials include reduced
fares out of Newark, Denver, Cleveland, Detroit, Houston, Minneapolis or
Memphis for $178 roundtrip. Don?t miss out on these special fares. Visit

http://www.bestfares.com/travel/desks/desk.asp?desk=lose

NEW YORK CITY, BOSTON, WASHINGTON DC OR PHILADELPHIA TO THE WEST COAST
$251 RT THROUGH FEBRUARY 28, 2002

Now you can travel with no advance notice and no minimum stay between
Boston, Newark, New York City, Philadelphia or Washington (DC) to Los
Angeles, Denver, Dallas, San Francisco, Seattle, Phoenix or Las Vegas for
only $251 roundtrip. Chicago is only $164 roundtrip; Minneapolis $198
roundtrip; Milwaukee, Madison, Des Moines or Grand Rapids $233 roundtrip.
The best travel days are Tuesday, Wednesday or Saturday. Other travel days
are an additional $36 each way. Visit

http://www.bestfares.com/travel/desks/story.asp?id=35820

ASIA ON SALE FROM $403 RT THROUGH MARCH 14, 2002

Fly from 55 U.S. cities to Tokyo, Hong Kong, Seoul or Singapore starting
at $403 roundtrip, kids from $336, through March 14, 2002. The best travel
days are Monday through Thursday; other travel days are an additional $25
each way. A three-night stay and three-day advance purchase are required.
The maximum stay allowed is 30 days. There are no blackout dates. Visit

http://www.bestfares.com/travel/desks/story.asp?id=41061

HAWAII ON SALE FROM $288 RT THROUGH MARCH 13, 2002

Now you can fly from Los Angeles to Honolulu for only $288 roundtrip seven
days a week, and you only need two days advance purchase. From San Diego
you pay $298 roundtrip; from Portland (OR) and Seattle, you pay $318
roundtrip. No travel is permitted between December 15, 2001, and January
6, 2002. With coast-to-coast airfares ranging from $98 to $156 roundtrip
through January 11, 2002, you could fly to Hawaii from the East Coast for
less than $458 roundtrip. Purchase by October 17. Check out our Hawaii
specials at

http://www.bestfares.com/travel/desks/story.asp?id=856

MEXICO BEACHES ON SALE FROM $132 RT THROUGH MARCH 14, 2002

We have some of the cheapest airfares to Mexico from the West Coast
starting as low as $132 roundtrip, kids $89, good for travel through
December 15, 2001. For just a few more pesos, we can take you to Mexico
during late December through March 14, 2002. This sale is good to Mexico
City, Guadalajara, Acapulco, Ixtapa, Mazatlan, Puerto Vallarta, Los Cabos
and Hermosillo. Get out the party hats, suntan lotion and bathing suits,
because Mexico is waiting for you with an ay caramba of a deal. Purchase
by October 17. Visit

http://www.bestfares.com/travel/desks/story.asp?id=646

CARIBBEAN SALE FROM $299 RT THROUGH DECEMBER 15, 2001

Now that we've given you some great cold weather destinations, it's time
that we give you snowbirds some sun and fun. Our Caribbean airfares are
just unbelievable starting at $299 roundtrip through December 15, 2001, to
15 different Caribbean islands. Purchase by October 17. Visit

http://www.bestfares.com/travel/desks/story.asp?id=647

You are currently subscribed to hot_deals as mcuilla@ENRON.COM

To unsubscribe send a blank email to leave-hot_deals-1918710O@hotdeals.bestfares.com

Copyright 2001 by Bestfares USA Inc. All rights reserved.


If this program is implemented for all customers, including DA customers, and
our DA customers get interrupted, we will find ourselves with more energy
than load during the high price periods.  However, I understand that our
customers have business concerns and expect us to represent their interests.
Although we could recommend a pay for curtailment program, this would raise:
1) parity issues between small and large customers that are curtailed; 2)
recovery concerns by the utilities; 3) administrative implementation issues;
and 4) rate increase issues for ratepayers to fund such a program.

John Wack
09/26/2000 07:57 AM
To: Jess Galura/HOU/EES@EES
cc: Jeff Nieland/HOU/EES@Exchange, Jeff Dasovich/NA/Enron@Enron, Roger
Yang/SFO/EES@EES
Subject: FW: Transmission curtailments - PG&E Proposal

Jess,  what do know about this?  If you have any info let Jeff Nieland
know.

Jeff  N.,  I am not familiar with the Cal. EEP.  In most state it is not
unusual for transmission customer (usually all the  customers are involved)
to be part of the plans.  Jeff Dasovich or Roger Yang may have more details.

---------------------- Forwarded by John Wack/HOU/EES on 09/26/2000 07:50 AM
---------------------------
From: Jeff Nieland/HOU/EES@Exchange on 09/25/2000 07:10 PM
To: Tom Riley/Western Region/The Bentley Company@Exchange, John
Wack/HOU/EES@EES, Ress Young/HOU/EES@EES
cc: Chris Holmes/HOU/EES@EES
Subject: FW: Transmission curtailments - PG&E Proposal

Gentlemen,

Do we have any influence over this issue with our direct access customers in
California?  IBM San Jose is on an interruptible transmission tariff and is
concerned about the proposed Mandatory Curtailment Plan.  I would appreciate
any comments.

Thanks

Jeff

Tom - Who would you recommend asking to comment from our regulatory
department?

-----Original Message-----
From: Nieland, Jeff
Sent: Monday, September 25, 2000 6:29 PM
To: '"Kumar De Silva/San Jose/IBM" <kdesilva@us.ibm.com>@ENRON@EES'
Cc: "lguest" <lguest@us.ibm.com>; "Gregory G Peterson/Raleigh/IBM"
<petegreg@us.ibm.com>
Subject: RE: Transmission curtailments - PG&E Proposal

Kumar,

I have distributed the plan to our commodity and regulatory departments for
comments.  After receiving their comments, I will summarize and forward.
Please contact me with questions.

Thanks

Jeff

-----Original Message-----
From: "Kumar De Silva/San Jose/IBM" <kdesilva@us.ibm.com>@ENRON@EES
Sent: Wednesday, September 20, 2000 5:34 PM
To: Jeff_Nieland@enron.com
Cc: "lguest" <lguest@us.ibm.com>; "Gregory G Peterson/Raleigh/IBM"
<petegreg@us.ibm.com>
Subject: Re: Transmission curtailments - PG&E Proposal

Jeff,
We are concerned about the impact of the proposed Mandatory Curtailment
Plan.\ (Please see Lynn's Note below)   Please review from a commodity
provider standpoint.  In your opinion, is it fair for us to be subject to
such legislation while we are a Direct Access Customer?

I would appreciate your comments.

Regards,

Kumar

Facilities Engineering Manager
Department K3MA-124,  Office 12-4A052
IBM Real Estate and Site Operations
5600 Cottle Road, San Jose,  California 95193

Tel: (408) 256-1004, Tie Line: 8-276-1004,  Fax: (408) 256-2699,
---------------------- Forwarded by Kumar De Silva/San Jose/IBM on
09/20/2000 03:03 PM ---------------------------

Lynn Guest
09/15/2000 11:28 AM

To:   Kumar De Silva/San Jose/IBM@IBMUS, Ray Dias/Almaden/IBM@IBMUS, Aida
      Maciel/San Jose/IBM@IBMUS, John Lattyak/San Jose/IBM@IBMUS
cc:
From: Lynn Guest/Almaden/IBM@ibmus
Subject:  Re: Transmission curtailments - PG&E Proposal

Here is a soft copy of what I faxed you yesterday.

Lynn Guest
  Site Operations Manager, Almaden Research Center

IBM Corporation
650 Harry Road, M/S - G2
San Jose, CA 95120-6099
(408) 927-1529  or Tie line 8-457-1529
Fax (408) 927-1230

E-Mail:  LGUEST@US.IBM.COM
---------------------- Forwarded by Lynn Guest/Almaden/IBM on 09/15/2000
11:30 AM ---------------------------

Pam Ross <pross@camfg.com> on 09/14/2000 10:02:31 AM

To:   Alan Amrhein <amrhein@ppg.com>, Allan Warman
      <allan.p.warman@boeing.com>, Barry Hughes
      <Barry.L.Hughes@boeing.com>, Bill Guernsey <bill.guernsey@trw.com>,
      Bill Zobel <bzobel@mail.arco.com>, Bryan Campanaro
      <bcampana@kcc.com>, Cameron Raether <paccoast@mctcnet.net>, Carl
      Nordquist <carl.j.nordquist@boeing.com>, Carolyn Kehrein
      <cmkehrein@ems-ca.com>, Dan Fink <daniel.L.fink@boeing.com>, Dan
      Green <dgreen@ppg.com>, David Mills <david.m.mills@honeywell.com>,
      "Denis St. Jean" <dstjean@tosco.com>, Dorothy Rothrock
      <drothrock@camfg.com>, Ed Munoz <emunoz@west.raytheon.com>, Fred
      Mazurski <fmazurski@usg.com>, Gene Hill <ghill@kcc.com>, Glenn
      Sheeren <gsheere2@iccnet.com>, Jeff Byron <jbyron@us.oracle.com>, Jim
      Schultz <Jim_Schultz@cargill.com>, Jim Wikenczy
      <Jim_Wikenczy@mail.tmmna.com>, Joanne Horalek <jhoralek@smurfit.com>,
      John Norris <John.Norris@HSC.com>, Karen Jarrell
      <kjarrell@smurfit.com>, Karen Lindh <karen@klindh.com>, Keith McCrea
      <kmccrea@sablaw.com>, Ky Kennedy <kkennedy@usg.com>, Larry Voronyak
      <larry.voronyak@borax.com>, Lynn Guest/Almaden/IBM@IBMUS, Mark
      Mithers <mithema@mail.northgrum.com>, Mark Nelson
      <Mark_Nelson@hp.com>, Mark Skowronski
      <mark.skowronski@honeywell.com>, Miles Keefe
      <emkeefe@west.raytheon.com>, Noel Brown <noel.brown@ct.sgcna.com>,
      Pam Ross <pross@camfg.com>, Richard Hall <richard.c.hall@intel.com>,
      Roland Buchs <BUCHS@imcchemicals.com>, Russell Boston
      <reboston@ppg.com>, Scott Potterack <Scott.Potterack@owens-ill.com>,
      Stacy Roscoe <roscoesa@pg.com>, Steve Bloch
      <steven.bloch@alliedsignal.com>, Steve Watson
      <swatson@ballfoster.com>, Tim Treichelt <tntreich@gapac.com>, Tony
      Fisher <tfisher@nummi.com>
cc:
Subject:  Re: Transmission curtailments - PG&E Proposal

This is the item regarding mandatory curtailment Karen Jarrell
referenced to in her note.

Subject: Transmission curtailments - PG&E Proposal
Date: Thu, 14 Sep 2000 07:51:51 -0700
From: Dorothy Rothrock <drothrock@camfg.com>
Organization: CMTA
To: pross@cmta.net

From: Shaffer, Clyde [mailto:CWS1@pge.com]
Sent: Monday, September 11, 2000 5:34 PM
To: 'dgreen@ppg.com'; 'kohr@ppg.com'
Subject: Transmission curtailments - Proposal
Importance: High

Hi Dan and Tom,

Greetings.  I hope all is well with both of you and PPG.

I recently received information that transmission voltage customers will
likely be required to be involved in the Electric Emergency Plan (EEP)
in the future.  Currently transmission customers are not "required" to
curtail any load when distribution circuits are taken off line as a
result of a Stage 3 EEP operation.

Please take a look at the attachment below and if possible provide
comments to help shape the proposed change.  I will need comments by
this Friday noon if possible.  Thanks for the input.

Clyde Shaffer
Co.: 821-5549
Outside: (559)263-5549
Email: cws1@pge.com

(See attached file: MANDATORY CURTAILMENT PLAN.doc)

 - MANDATORY CURTAILMENT PLAN.doc << File: MANDATORY CURTAILMENT PLAN.doc >>


At Mark Taylor's direction, I have revised the Bilateral Confidentiality
Agreement form to add a new Paragraph 2 with respect to keeping the
discussions confidential.  A copy is attached for your files.


Bill/Dale-

Lee Moore pointed out what he thought was an inconsistency in the definition
of Heat Rate in 1.41, relative to the rest of the document for Peformance
Testing (Exhibit F) and the concept of guarantees based on Adjusted
Electrical Output and Adjusted Heat Rate.  As a result, we redlined the
definition of 1.41 to be sure all understood that Heat Rate calculations for
the purpose of the Performance test would based on Output measured at the
generator terminals net of Unit auxiliary loads as measured during the test.

Hope this helps your reach agreement on the EPC side of things.

Regards,

Lee

-----Original Message-----
From: Johnson, Lee L (PS, SSEP)
Sent: Monday, March 12, 2001 3:26 PM
To: 'Dale.Rasmussen@enron.com'; Bill.Williams@enron.com;
Kay.Mann@enron.com
Cc: 'tconstan@llgm.com'; Shoemaker, Kent (GEAE)
Subject: RE: GE LM-6000 purchase contract for Las Vegas Cogeneration II
project

Bill/Dale/Kay-

I've made redline edits with regards to LVCII performance guarantee values
in Section 10.7 for output and heat rate based on the Feb 8, 2001 guarantee
sheet.

Dale, please send revised LVC II facility agreement to reflect Units 25-28
with appropriate schedules for price, delivery, payment and termination
schedules at your earliest convenience.

The units 19-20 and 23-24 that are currently reflected in this document will
be left in E-Next (Turbopark).  The schedules for price, delivery, payment
will remain the same for these units.

Thanks,

Lee

-----Original Message-----
From: Dale.Rasmussen@enron.com [mailto:Dale.Rasmussen@enron.com]
Sent: Monday, March 12, 2001 3:03 PM
To: Johnson, Lee L (PS, SSEP); Bill.Williams@enron.com;
Kay.Mann@enron.com
Subject: GE LM-6000 purchase contract for Las Vegas Cogeneration II
project

Bill Williams asked me to forward the attached execution form of the
LM-6000 purchase contract.

The second attachment is to be inserted as Exhibit H-2 in the contract.  I
understand that we received it from GE, and that it is available only in
pdf format.

Thanks.

(See attached file: Training LM6000.pdf)(See attached file: LV Cogen Gas
Turbine Purchase Agreement - Version 5.DOC)

 - LV Cogen Gas Turbine Purchase Agreement - Version 5_redline031201.DOC