THE FRIDAY BURRITO

How many of you believe in telekinesis? Raise my hand...

Last week I was in a rare mood.? Before I wrote last week's Burrito, I spent
the better part of Thursday afternoon with my wife sipping wine in Napa
Valley.? Considering the volume of e-mail in response to last week's edition,
I should do more drinking, and less worrying.? But I do worry.? For example,
my wife wants to buy a new car, and this makes me think about one of my
favorite lines, "Get a new car for your spouse - it'll be a great trade!"?
But I haven't told her that because she has a fairly decent left jab;
typically to my head. I drive a 1993 Ford Taurus that has 50k miles.? It
looks like hell, and gets me to where I want to go.? My wife wants a new
Jaguar, top of the line, faster than a bullet.? I was telling this story to
our WPTF counsel, Dan Douglass, who asked, "I don't get it.? You are driving
a beat up old Ford, and your wife is getting a new Jaguar?? How does that
work?"? It's not too hard to explain.? You see, my wife works in Palo Alto,
about 5 miles from our house, whereas I operate the world headquarters of
this pirate trade association from my "home" office.? Each work morning, we
like to arrive at our respective offices at the same time ( in about 3.5
seconds.? Now if that makes sense to you, then maybe you can explain how and
why the State of California thinks it can grow 1000 MWs of peaker generation
from seed to flower in five months.

None of the above has much to do with the electricity crisis, but it is a far
more enjoyable conversation.? In fact, this week needs a good slug of humor.
Therefore, I have expanded the Odds & Ends (_!_) section to include more
stories and jokes.? We deserve it.

I get about six calls a day from newspaper reporters, and they always ask me
at the outset a tough question, "How are you?"? I'm never sure.? All the
other questions are easy, but the How-Are-You question usually trips me up.
One of our members called me and asked if I had heard about Steve Peace's
quote placing the Texas State Flag on top of the California State Capital?? I
had, but I discouraged the caller from sending Peace a Texas Flag as a
prank.? I suggested, instead, sending the Senator a pair of boxer briefs with
the emblem of Texas as the pattern.? We could put a note in the box, "Don't
put your ass in Texas."? Does anyone have a connection on where we can get
the goods?

Our Governor and his staff are actively negotiating the purchase of the
transmission systems from the state's three utilities.? Today the LA Times
reported that PG&E is being obdurate, whereas SCE and SDG&E are being helpful
in the negotiations.? Why does this sound familiar to me?? Most people say
the negotiations are stalled.? The Governor says he will announce a deal
today, this Friday.? The Governor and the rest of the world never seem to be
on the same page.

In the meantime, I am learning all about pre-petition credit committees, and
how they operate.? My hopes are modest for a clean solution to the financial
woes of the California market.? On the other hand, consider all the new
things I am learning.? For example, the difference between a secured and
unsecured creditor has become quite clear.? If you hold a mortgage bond, then
you are a secured creditor.? If you are an electric generator or marketer who
sold to the ISO or to the PX, then you are unsecured.? If you have a picture
of a utility executive (think male) coming out of a motel room with women
other than his spouse, then you are a secured creditor.? If you are a
consumer, taxpayer, and a voter, then you are screwed. As one financial
advisor told me, there are only two sources of revenue to make up the
shortage of money: rate increases and the sale of assets.? Then the advisor
said, think of the money from those funding sources like water at the top of
Yosemite Falls.? As the money cascades down like falling water, secured
creditors are near the top and get very wet.? Unsecured creditors are near
the bottom, and might only get some mist in their face. It all depends how
much water is running over the precipice.

If the state doesn't offer "enough" money for the assets, then I expect the
unsecured creditors will be like Yosemite tourists at the bottom of the Falls
after a dry summer.? The mist spray will be a figment of one's imagination.?
If the state condemns the transmission assets, then there will be a long and
protracted court settlement regarding the fair market value of the assets.?
Not a good outcome if you were expecting to get paid soon. Alternatively, if
the state said to all the generators, "How about 50? on the dollar for each
dollar we owe you?", I doubt there would be many takers.

The secured creditors, by the way, are going to be patient, so it seems.? The
bond underwriters place billions of dollars of bond issues, and they are not
too excited about upsetting the State of California.? Could get in the way of
future business because the state does issue quite a lot of bonds, and the
underwriting fees are good.? So, I don't expect the bond-holders to pull the
trigger anytime soon.

If you thought I was drawing a conclusion based on the discussion above, then
think again. A conclusion is the place where you rest because you got tired
of thinking.

Here is this week's menu.

Things in the People's Republic of California
?@@@ LA Times Poll Shows We Have Met the Enemy, and It Is Us
?@@@ APX Opens Discussions on a New Transmission Market
?@@@ Some Nasty Legislation

Responses to Last Week's Burrito

Jobs and People

Odds & Ends (_!_)
===================

Things in the People's Republic of California
?@@@ LA Times Poll Shows We Have Met the Enemy, and It Is Us

Last Sunday, the LA Times published the results of a poll they conducted on
579 Californians, all over the state.? I encourage you to read the survey.?
It's available at http://www.latimes.com/news/state/20010218/t000014901.html
.? The bottom line is that Californians are mixed up about the electricity
crisis in ways that I could have not predicted.

For example, the Governor gets the highest marks relative to all other
players.? His approval rating has gone up from January (29% approval rating)
to 49% in February!? However, the 16% approval rating of the PUC is the
lowest among the Gov., the legislature, the utilities, and even President
Bush. The PUC is a tool of the Governor, but apparently that is a secret only
known to the several thousands of us in the regulated power business (There,
there Ms. Lynch.? They really love you, but they just don't understand you.).
No telling where merchant generators and power marketers might have placed
had our names been on the list, although I am sure it would be at the low end
of the curve.

More than half of those surveyed do not believe there is an actual shortage
of electricity in California!!!!? The response to that issue was the same
last month, and has changed very little.? Can someone explain this attitude
to me?? I don't get it.? What do you have to do to convince Californians that
we are short on capacity? Thirty days in a row of Stage 3 alerts doesn't do
it.? I do not believe that anyone reading the LA Times, say, on a regular
basis for the last month would conclude that there is no electricity
shortage.? That means few people are reading newspapers for their
information.? The rest of the folks get their information from TV, word of
mouth, comic books or (.? Stunning result.

Oddly enough, the public doesn't think too highly of long-term power
contracts, very little about nuclear power, but they do favor, by a margin of
three out of four, more thermal power plants. They would be willing to see
such facilities built and operating in their own communities.

In summary, the Gov. is up, the Legislature down, the shortage is
non-existent, we need more power plants, there is a bailout of the utilities
but that is okay, and people are conserving more than ever.? Is it any
wonder, then, that the legislation we see emanating from the State Capital is
so mixed up.? We are mixed up. What are you going to do about us?

Things in the People's Republic of California
?@@@ APX Opens Discussions on a New Transmission Market

Automated Power Exchange (APX), now under the helm of new CEO John Yurkanin
held a one-day seminar on the development of a new market to replace the now
defunct PX adjustment bid market.? Adjustment bids, for those of you that do
not trade or schedule in California, are economic signals to the ISO about
one's willingness to adjust your schedule to satisfy transmission constraints
at various transmission bottlenecks on the ISO's grid. APX has provided us
with a thoughtful instrument for managing transmission congestion.? I
attended the meeting, and my take away was that APX is proposing an energy
market that allows different parties to be matched for the purpose of
adjusting energy deliveries on either side of a transmission constraint.? It
looks very much like the InterSC Adjustment Bid market that market
participants so desperately wanted but never received from the ISO.? The
beauty, here, however, is that all the InterSC adjustment bids fall under one
portfolio, APX's, that allows the ISO to maintain the market separation
constraint.

Another benefit provided by APX's new market is the scheduling of RMR units.?
John Stremel of APX told us that the CAISO can contribute to the APX market
if there is a feature to instruct the RMR units.? The ISO could place their
orders through the APX market if the RMR units are willing to submit
adjustment bids in the same.? So doing would give much needed, and now lost
price transparency.

Nothing is free, except grief and heartache, and we all have enough of that.?
APX needs funders to get their market off the ground.? I have heard several
people grumble about the sales pitch, but let's face it.? We have been
complaining for years that the PX was forced on us, the ISO's CONG model was
forced on us, and the RMR dispatch was forced on us.? Now that for the first
time we have an opportunity to exercise choice, I find it ironic that people
are fumbling over the dollars.? The way the ISO is currently handling
congestion management, with no or few adjustment bids, wreaks havoc on the
energy markets.? APX is at least giving us a chance to fix that, and do more.
?

If you support the APX market in concept, then call John Stremel and tell him
408.517.2120, <jstremel@apx.com>.? If money is a problem, then call him and
tell him that too.? Let's get creative and demonstrate to those who doubt our
ability to pull ourselves up by the bootstrap that we are able and willing to
do so.
?

Things in the People's Republic of California
?@@@ Some Nasty Legislation

On the heels of the major pieces of legislation enacted in the last few
weeks, we have the "me too" bills that are absolutely nauseating. Here are
short summaries of two legislative turds that simply demonstrate what can
occur when you have too many law makers taking on too few crises.

SB 39x (Speier - D) - This bill would make facilities that have been deemed
exempt wholesale generators by FERC become public utilities subject to CPUC
jurisdiction. It would authorize the CPUC to ensure that generators located
in California are operated in a manner that assures their availability to
maintain reliability.? It would allow the CPUC to issue orders and directives
as it deems necessary to accomplish this.? It would authorize the CPUC to
prevent the exercise of market power by prohibiting economic or physical
withholding.? The bill would also authorize the CPUC to prescribe inspection,
maintenance, and operating practices and procedures for any generator to
ensure the public health and safety , reliability and adequacy of the system.

AB 60x - Herztberg - D) - This bill would require as a condition of receiving
a CEC certification (for new or re-power) the applicant to offer to sell to
California IOU's, Municipal utilities, or DWR, at just and reasonable cost
based price, electrical power generated from the facility.? It would also
prohibit the operation of the facility until a maintenance and outage
schedule has been approved by the CEC.? A violation of this would be a
criminal act.

Responses to Last Week's Burrito

Always helpful and friendly, Ms. Sheryl Lambertson from PPL Montana (Butte)
wrote to me about my idea to send California's teen population to Montana.?
She said, "I personally invite your son to spend the summer with me.?
However, 6 million teenagers in a state with a population of less than a
million!!!!!? I think we could potentially have power shortages though I'm
sure Montana would do a great job of managing them.? I think we can take one
more teenager but we'll leave it at that."

Phil Muller of SCD Solutions offered the following in response to Dr. Davis'
Cure for What Ails Us, "Now that our distinguished governor has finally
announced his plan to save the utilities by taking over their transmission
systems in exchange for paying some of their operating expenses, I can see
the long term plan.? First, continue to stall resolution of the credit
situation while generators continue to sell to the ISO with no immediate
prospect of getting paid.? Second, cap QF payments at the "just and
reasonable" price of $67/MWh.? Third, offer to "bail out" all the generators
by having the state pay a portion of what they're owed in exchange for
turning their power plants over to the state.? It looks like Gray learned
business from John D Rockefeller.? Force your competitors' prices below cost
until they're forced to sell out to you.? Once you own everything you can set
your own just and reasonable prices depending on whether you're running for
election or not.? This shouldn't be a problem since the state is not subject
to anti-trust laws."

Long-time friend Bill Metcalfe in Salt Lake City offered the following
response to the WPTF seven-point solution.? He wrote, "Price is always a
factor for the individual consumer and some commercial establishments who can
exercise discretionary conservation but may only discourage/encourage
industrial expansion.? Price must reflect the pure mechanics of supply and
demand.? Therefore, the health of the California economy is closely linked to
the ability to build capacity that will yield a price reflective of our
desires for industrial competitiveness and growth.

"The more we move to State control and the Governor's plan, the more
difficult this all becomes and the costs - well....

"The Dedicated Rate Component (DRC) should provide the necessary incentive
for consumer conservation.? Industry may just close up shop when seeing this
and considering the future.

"As you said, "(this) is like a hungry monster that chews up politicians and
spits them out after sucking the political marrow from their bones."? Watch
out for quick and seemingly painless fixes - the damage of the past ills does
cost."

Finally, I received a very thoughtful note from Nancy Day, my personal
advisor (although she doesn't know that, but I listen very closely to
everything she tells me).? You should, too.? Here is what she wrote:

"I want to offer my thoughts on the Governor's plan and make a few
suggestions.? When Mike Peevey [Note: Peevey was Nancy's former business
partner in the firm New Energy Ventures] was named 'advisor', I sent him the
following words of encouragement:? 'do no harm.'? Now I ask you, will the
Governor's plan 'do no harm?'? If the answer is yes, work with your members
and the utilities to fix the gigantic holes in the cost recovery portion of
the plan.? Although I agree with you that the simplest way to fix what ails
us is to allow the utilities to recover their electricity purchase costs --
evidently that approach carries with it too much political baggage.? So, how
can we make the Governor's plan work?? Be prepared with talking points that
all of your members can use in their discussions with the press, with other
'lobbyists' and with the leadership in the legislature (Burton, Hertzberg, et
al.).

"Here are my suggestions on points you may want to cover:

1) How much does the State really believe the utilities are owed for past
electricity purchases -- is the number $12 billion?? If so, what amortization
period is being assumed in the calculation of the rate increase?? How much of
a rate increase will be required just to cover that past debt?? Is there
enough "headroom" in the utilities' rates to cover the ongoing cost of
electricity (both the utilities own generation and the DWR purchases that
have to be passed on to consumers)?

2) Since existing rates are predicated on the authorized return on the
underlying book value (is this number $1 billion?)? of the Transmission
assets, will the rates have to increase to cover the State's capital costs (I
am assuming that the State will have to pay "market value" for the purchase
of Transmission -- plus invest another $1 billion to eliminate congestion and
add transmission where it is needed) and the new administrative bureaucracy
to oversee their new assets.? Even with the State's lower cost of capital,
won't rates have to go up to pay off the bonds and pay salaries to the new
bureaucrats?? I am also assuming that the Democrats will not eliminate the
existing Union employee infrastructure of the utilities who will maintain the
system under contract to the State and will therefore not save any money on
O&M.

3) The State believes that purchase of the Transmission grid will remove FERC
"interference" and they can leverage their asset ownership to bring
generators to their knees.?? Is this a valid assumption?? Won't the State
have to comply with FERCs Order 888 requiring open
access/non-discrimination??? I assume the only relief from FERC oversight
will come in the form of no rate cases?? Who will oversee the economics of
the new Bureaucracy -- the CPUC -- not a chance?? The EOB?? The ISO?? The new
CUBA??? Will this new bureaucracy look and feel just like the ISO whose
ongoing costs of operation continue to spiral skyward???

4) Are there some potential benefits to State ownership of the Transmission
grid?? Will the State be capable of acting more quickly than the utilities
that would be forced to litigate potential transmission expansion before one
or more regulatory bodies before any project can go forward?? Is the State in
a better position to work with Transmission builders in Canada and Mexico to
coordinate the expansion of systems there?? Or, like Cal Trans, is the State
likely to be just as crippled as the utilities because they have their own
set of bureaucratic handcuffs that keep progress stifled and slowed?

5) If we are going to buy into the Governor's plan -- should we hold out for
reforms that will be needed to create viable retail competition?? I am told
that the reason the "no more direct access" provision was added to AB 1X, was
at the insistence of the Department of Finance.? Finance was afraid that DWR
would contract to buy firm energy for Californian's and they would abandon
the State in favor of a retail competitor.? One way to resolve this problem
is to require very large customers (could we define the criteria) to stay
with their retail competitor for a least 12 months so that DWR will have
ample opportunity to adjust their purchases to track the changes.? Without
viable retail competition the utilities must continue to suffer under
hindsight reasonableness reviews.? I believe, if customers (all customers
including residential) had viable retail alternatives, we could let the
utilities buy whatever they wanted and pass those costs through to their
customers with no regulatory oversight (no profit on generation sales).? If
the utilities retail generation costs get out of line with competitors'
offers, the customers will have the unfettered ability to switch.

"Gary, the only way we will be able to survive this next legislative
onslaught will be to fix what is wrong.? It will be impossible to derail the
train."

Jobs and People

I guess one of the low points this week was the letter a number of us
received from Green Mountain's Julie Blunden.? In her letter she says, "Most
of you aware of the profound changes that have occurred in California's
electricity markets and political stage over the past nine months. Those
changes have touched our customers, our partners and our team. I am writing
to tell you of my very difficult decision to leave Green Mountain Energy.

"As a result of the state of the market in California, our team out here will
need to reflect the lower level of market activity. At this time, it's
appropriate for me to move on to the next set of challenges. It has been my
privilege to work with my teammates in California and a pleasure watching our
company grow and attract a large set of talented people.

"I feel fortunate to be able to hand the baton to Rick Counihan.? I will be
working on the transition with Rick through March 16th. After that, you can
continue to reach me at 415-902-5313, or blunden@hotmail.com."

Julie, you will be missed. I first met you at a PUC all parties meeting with
Commissioner Conlon, way back in 1996, or so.? I can't remember the topic.?
At that meeting you where so soft spoken, but nevertheless forceful.? First
impressions being misleading, as always, I thought you were some kind of tree
hugger, if you know what I mean.? But over time I found your comments to be
truly insightful, meaningful, interesting, and relevant.? You are a leader,
and one of the few females, besides Avista's Linda Hamilton, who likes to
tour power plants.? I hope our professional paths cross again, soon.? Good
luck to you in all your endeavors.

Rob Lamkin of Mirant (used to be Southern Energy, but now you must learn how
to pronounce Mirant.? It sounds like mirror with an ant.) is searching
talented people.? Rob writes, "As you know, I am looking to hire a few
regulatory people.? Any suggestions?? Please post in the next Burrito."?
Done, buddy.? Rob's phone number is 925-287-3102, and his e-mail address is
rllamkin@seiworldwide.com .

Seth Wilson, formerly of the Cal PX is looking for employment.? He is an
excellent analyst, he has over 20 years experience in electricity and gas
market negotiating energy contracts, and energy risk management.? He has both
municipal and investor-owned utility experience in resource planning, asset
evaluation, load forecasting and demand-side management.? He is very
effective communicating at all management levels, and to present information
and recommendations to corporate officers, board members and regulators. I
would encourage anyone interested in talking to Seth to call him at (909)
653-6045 Cell: (626) 487-9046 <esethwilson@yahoo.com

Odds & Ends (_!_)

Paul Gribik, formerly of Perot Systems, and now a consultant with PA
Consulting handed me a great compliment.? He said the Friday Burrito was like
a breath of fresh air each week.? He also said the Burrito was like driving
on Highway 5 between the Grapevine and Stockton where the only relief from
the bleak landscape is the Harris Ranch.? The Burrito is the Harris Ranch.? I
asked Paul if he wasn,t confusing the Harris Ranch with the mountain of cow
crap (talk about a breath of fresh air) 10 miles north of the Harris Ranch in
Coalinga?? He said, no.? The sight and smell of the cow station only reminded
him of things going on in Sacramento.? Fair enough.

Sister Camden Collins clipped a good one from USA Today.? Check it out:

"It was reported in the USA Today that Governor Davis' secret weapon in the
design of these innovative solutions is Jerry Springer. There will be a Jerry
Springer show on the negotiations and resolutions later this month entitled
Politicians That Love Mud Wrestling with Themselves."

Finally, my bud from Modesto, Ken Weisel sent me this gem with which we will
close out the week.

What is electricity?

Today's scientific question is: What in the world is electricity? And where
does it go after it leaves the toaster?? Here is a simple experiment that
will teach you an important electrical? lesson:

On a cool, dry day, scuff your feet along a carpet, then reach your hand into
a friend's mouth and touch one of his dental fillings.? Did you notice how
your friend twitched violently and cried out in pain?

This teaches us that electricity can be a very powerful force, but we must
never use it to hurt others unless we need to learn an important electrical
lesson.? It also teaches us how an electrical circuit works. When you scuffed
your feet, you picked up batches of "electrons," which are very small objects
that carpet manufacturers weave into carpet so that they will attract dirt.
The electrons travel through your bloodstream and collect in your finger,
where they form a spark that leaps to your friend's filling, then travels
down to his feet and back into the carpet, thus completing the circuit.

AMAZING ELECTRIC FACT: If you scuffed your feet long enough without touching
anything, you would build up so many electrons that your finger would
explode! But this is nothing to worry about unless you have carpeting.

Although we modern persons tend to take our electric lights, radios, mixers,
etc. for granted, hundreds of years ago people did not have any of these
things, which is just as well because there was no place to plug them in.
Then along came the first Electrical Pioneer, Benjamin Franklin, who flew a
kite in a lightning storm and received a serious electrical shock. This
proved that lightning was powered by the same force as carpets, but it also
damaged Franklin's brain so severely that he started speaking only in
incomprehensible maxims, such as, "A penny saved is a penny earned."
Eventually he had to be given a job running the post office.

After Franklin came a herd of Electrical Pioneers whose names have become
part of our electrical terminology: Myron Volt, Mary Louise Amp,? James Watt,
Bob Transformer, etc. These pioneers conducted many important electrical
experiments - Among them, Galvani discovered (this is the truth) that when he
attached two different kinds of metal to the leg of a frog, an electrical
current developed and the frog's leg kicked, even though it was no longer
attached to the frog, which was dead anyway. Galvani's discovery led to
enormous advances in the field of amphibian medicine. Today, skilled
veterinary surgeons can take a frog that has been seriously injured or
killed, implant pieces of metal in its muscles, and watch it hop back into
the pond just like a normal frog, except for the fact that it sinks like a
stone.

But the greatest Electrical Pioneer of them all was Thomas Edison, who was a
brilliant inventor despite the fact that he had little formal education and
lived in New Jersey. Edison's first major invention in 1877 was the
phonograph, which could soon be found in thousand of American homes, where it
basically sat until 1923, when the record was invented. But Edison's greatest
achievement came in 1879 when he invented the electric company.? Edison's
design was a brilliant adoption of the simple electrical circuit: The
electric company sends electricity through a wire to a customer, then
immediately gets the electricity back through another wire, then (this is the
brilliant part) sends it right back to the customer again.

This means that an electric company can sell a customer the same batch of
electricity thousands of times a day and never get caught, since very few
customers take the time to examine their electricity closely. In fact, the
last year any new electricity was generated was 1937; the electric companies
have been merely re-selling it ever since, which is why they have so much
time to apply for rate increases.

Today, thanks to men like Edison and Franklin, and frogs like Galvani's, we
receive almost unlimited benefits from electricity. For example, in the past
decade scientists have developed the laser, an electronic appliance, so
powerful that it can vaporize a bulldozer 2000 yards away, yet so precise
that doctors can use it to perform delicate operations to the human eyeball,
provided they remember to change the power setting from "Vaporize Bulldozer"
to "Delicate."

=========================
Okay, I've got my TV set tuned to "vaporize killer tomatoes".? Have a great
weekend.

gba
?


Ms. Kitchen,

  Thank you for your response and the wise words to read more HBS studies!  I appreciate your honest answers and sound advice.  I am extremely interested in Enron Broadband for opportunities this fall.  Do you know of anyone there I could talk to about roles for MBA's, opportunities, the culture, and what roles MBA's play?  Thanks again for your time and I look forward to talking with you more.

Sincerely,

Chad Storlie

<<< "Kitchen, Louise" <Louise.Kitchen@enron.com>  7/31  5:14p >>>
Chad,

Answers to questions (clearly not Enron answers but my own personal
views)

1. The areas you are looking at are not directly commercial and this
should be something you consider.  Essentially you may wish to consider
a consultancy company which is much more akin to your interests which
are not our core competencies.  You need to decide whether you wish to
pursue a commercial career or not - decide what your risk profile is, a
consultant role is low reward, low risk and commercial player has a
high/risk reward profile.
2. Driven, enthusiastic, hard working, highly analytical, personable and
motivated.
3. Not having an MBA personally, I find this one simple to answer.  Too
much occupation with trying to apply theory to practice / not seeing the
wood for the trees (english expression).
4. Get some practical experience.
5. More case studies (Harvard Business).

Good Luck.

**********************************************************************
This e-mail is the property of Enron Corp. and/or its relevant affiliate and may contain confidential and privileged material for the sole use of the intended recipient (s). Any review, use, distribution or disclosure by others is strictly prohibited. If you are not the intended recipient (or authorized to receive for the recipient), please contact the sender or reply to Enron Corp. at enron.messaging.administration@enron.com and delete all copies of the message. This e-mail (and any attachments hereto) are not intended to be an offer (or an acceptance) and do not create or evidence a binding and enforceable contract between Enron Corp. (or any of its affiliates) and the intended recipient or any other party, and may not be relied on by anyone as the basis of a contract by estoppel or otherwise. Thank you.
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Mr. Snyder,

Attached is a copy of the Equity Forward Confirmation dated December 28, 2000 between Bear Stearns and Enron Corp.

Stephanie Panus
Enron North America Corp.
1400 Smith Street, EB3803C
Houston, Texas  77002
ph:  713.345.3249
fax:  713.646.3490
email:  stephanie.panus@enron.com


Chris and Ben:

Since Kay is tied up on a 3:00 conference call, she asked me to summarize
the issues raised by Marguerite's latest mark-ups.  The issues are as
follows:

1. In Section 6(h) regarding the Change Order, Marguerite has added a rider
pursuant to which ENA would be required "to cause the Original Purchaser
and/or the Agent to use commercially reasonable efforts to afford NorSub (or
its agent or representative), upon request of NorSub, such opportunity or
opportunities to discuss with GE (or to consult with GE concerning) such
matters pertaining to the Turbines and/or the Original Turbine Contract as
NorSub desires to discuss with GE (or to consult with GE concerning) and
which GE is obligated under the Original Turbine Contract to discuss with
(or concerning which GE is obligated under the Original Turbine Contract to
consult with) the Purchaser and/or Agent thereunder; provided, however, that
each of ENA, the Original Purchaser and the Agent shall have the right to be
present at, and to participate in, each such discussion (or consultation."
According to Jerry DeBerry, Michael Young raised this concept with Ben, and
Ben accepted it in principle.  Please confirm if you are okay with this
rider going into the Letter Agreement.

2.  In Section 8(a), Marguerite has added a clause whereby ENA agrees to be
responsible for, and to pay GE when due, and to hold the LLC and NorSub
harmless from any damages or indemnification payments which become due and
payable to GE on and after the Closing Date as a result of any event
occurring, or any circumstance arising, prior to the Closing Date.  Since
this provision effectively shifts the Change Order risk onto ENA, Kay
suggests that we only accept the provision if a reciprocal provision is
included that allows ENA to terminate the agreement as a result of any event
or circumstance that increases the Purchase Amount.  Do you agree?

3.  Finally, with respect to the LLC Agreement, NorthWestern would like to
be able to exercise its call rights with relative freedom while forcing ENA
to wait until Takeover or 12/31/02 before being able to exercise its put
rights.  Neither Jerry nor Marguerite understands why ENA cares when
NorthWestern takes ENA out.

Jerry and Marguerite were working on scheduling a conference call for
sometime tomorrow, so I will send you an e-mail confirming the details as
soon as I hear back from them.

Best regards,

Marisa

-----Original Message-----
From: Chris.Booth@enron.com [mailto:Chris.Booth@enron.com]
Sent: Tuesday, April 10, 2001 9:22 AM
To: Young, Michael
Cc: Kay.Mann@enron.com; jkeffer@kslaw.com; mreuter@kslaw.com;
Ben.Jacoby@enron.com
Subject: Re: FW: Comments to Turbine Purchase Documents

Michael,

We (Enron and outside counsel) have not received any documents either faxed
or via e-mail as of Tuesday morning.  Once we receive the documents, we
would like time to review the comments before we engage in a conference
call.  Please either resend the documents to Kay Mann, John Keffer and
myself.

Regards,

Chris

"Young, Michael" <Michael.Young@northwestern.com> on 04/10/2001 08:18:31 AM

To:   "'chris.booth@enron.com'" <chris.booth@enron.com>
cc:

Subject:  FW: Comments to Turbine Purchase Documents

Chris, in case Kay is not in today, I provide this to you.  Please forward
to Ben at your earliest convenience.  Thanks.
-----Original Message-----
From: DeBerry, Jeremiah A. [mailto:JeremiahDeberry@paulhastings.com]
Sent: Monday, April 09, 2001 5:43 PM
To: 'Kay.Mann@Enron.com'; 'JKeffer@KSlaw.com'
Cc: Young, Michael; Kahn, Marguerite R.
Subject: Comments to Turbine Purchase Documents

We have forwarded to you via facsimile our comments to the Letter Agreement
and the LLC Agreement. The majority of our comments, as you will note, are
intended to clarify the understanding of the parties with respect to the
various matters set forth in such documents and are not intended to "change
the deal". Except that, upon the advise of our tax counsel, we have
adjusted the amounts of the promissory notes to be issued in connection
with the transaction in order to maximize the LLC's basis in the Turbines.
We believe this is consistent with your initial draft of the Letter
Agreement.

Also, please note that we have included additional language in Section 6 of
the Letter Agreement which provides NorthWestern with the opportunity to
consult with GE on matters relating to the Turbines. This reflects our
understanding of an agreement that had been reached among the parties.

With respect to the LLC Agreement, we would like to discuss with you the
following: (i) the timing of the exercise of the Call Right and (ii) the
intent of your proposed language in Section 7 relating to the rights of
each Member to act in its own best interests with respect to the Call and
Put Rights.  To that end, we propose scheduling a conference call on
Tuesday afternoon, April 11, 2001.  Please contact me as soon as possible
with a time that is convenient for your team.

We look forward to hearing from you.

Note: We will forward to you shortly, revised drafts of the documents for
which we have drafting responsibility.

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

"paulhastings.com" made the following annotations on 04/09/01 20:42:52
----------------------------------------------------------------------------
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NEW E-MAIL ADDRESSES AT PAUL, HASTINGS, JANOFSKY & WALKER LLP

We have changed our e-mail address. Our new domain name is
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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
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all copies of the message.


Attached are the updated contract briefs for those two KN Interstate
Transmission Co. contracts that mention the Pony Express Extension.  The only
thing added was some further MDQ information.


---------------------- Forwarded by Kay Mann/Corp/Enron on 10/20/2000 12:42
PM ---------------------------

	Enron North America Corp.

	From:  Kay Mann                           10/19/2000 03:47 PM

To: ppipitone@andrews-kurth.com
cc:

Subject: LM 6000 Transformer Assignments

Hi Paul,

Any luck with the draft of the ABB facility agreement form?  Looks like we
might have some business.

I have forwarded your draft of the turbine document to GE, but have not had
any comments.  I would like to set up a conference call with GE to discuss
it.  How is your schedule tomorrow or Monday?

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 10/19/2000 03:45
PM ---------------------------

	From:  Chris Booth                           10/19/2000 03:22 PM

To: michael.o.sandridge@us.abb.com
cc: Ed Dannhaus/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Kathleen
Clark/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Kay Mann/Corp/Enron@Enron, Harry
Okabayashi/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Bruce
Golden/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT

Subject: LM 6000 Transformer Assignments

Mike,

Per our conversation today, please note the assignment of transformers to the
PSCO / Fountain Valley Station project in El Paso county Colorado.

Unit / ABB Item # Guaranteed Delivery Date Site Designation

LNL 9517-1   11/17/00  El Paso County, Colorado

LNL 9517-2   11/17/00  El Paso County, Colorado

LNL 9517-3   12/01/00  El Paso County, Colorado

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

Chris


Start Date: 3/6/01; HourAhead hour: 3;  No ancillary schedules awarded.  No
variances detected.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final
Schedules\2001030603.txt


No, contact Rosalee Fleming (ken's assistant).  I let her know that you would
be preparing the briefing.

Ricardo Charvel@ENRON
08/03/2000 08:30 PM
To: Steve Kean, Richard Shapiro/HOU/EES@EES
cc:
Subject: Lay-Fox meeting

Do we have an estimated deadline for presenting the info to Ken Lay?

Please let me know.

Ricardo


I would appriciate if you would send to me each week the PGE Position
Report.  Also, at your convenience I would like to spend some time via
telephone to run through the report to make sure I understand just what is
being reported.  I'll have my assistant call to set-up the phone call early
next week.

Also, to whom in Risk Management do you send the position report?

Thanks.


Greetings!  We wanted to let you know that Kim created a Hallmark.com e-card
for you.  Click this link to see it, or copy and paste this link into your
Web browser's address line:
http://ecardview.hallmark.com/hmk/Website/greeting.jsp?id=EG0176-590955-426245
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You can also go through our home page to see it.  Here's a link:
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Once there, click the "e-cards" link, then scroll to the bottom of the page
to find "pick up a greeting". Click that link and it will ask for your e-mail
address and retrieval number.  Your retrieval number is
EG076909262450.

This e-card will be available for 90 days.  If you'd like to send one back,
use the "send your own greeting" button beside the e-card.  Enjoy!

Jan Scott
Hallmark.com

P.S.  To us, your privacy is a priority.  Here's a direct link to our online
Privacy and Security statement if you'd like to review it.
http://www.hallmark.com/hmk/Website/goto.jsp?CONTENT_KEY=FOOTER_PRIVLEGL&CONTE
NT_TYPE=ARTICLE


Just got off the phone with the guy from the SPR again....

The royalty rate on most of the oil which they will be accpeting will be 16.7%, on the other smaller portion the rate is 12.5%, when I pushed him a little further, he let it slip that all of the oil would be coming from the Outer Continental Shelf.


AGA for 2/9/01 is -95

Website information:
http://gasfundy.corp.enron.com/gas/framework/default.asp
Drop down Box to "Storage"
In-house Analysis
My files are the last three files.

When the dialog box asks to upadate links click "NO".


Attached is the proposed draft of the ISDA.  I think two substantive issues
we are going out with are adding arbitration and not deleting "Affiliates"
from the setoff section (which we agreed to in the original).  With all the
bankruptcies going on right now Carol feels that we should at least make a
stab at keeping Affiliates in.

Let me know if the draft is OK to send out.


dont hush me, how was youre trip back

-----Original Message-----
From: Nelson, Michelle
Sent: Monday, November 26, 2001 8:29 AM
To: Maggi, Mike
Subject: RE:

Hush
--------------------------
Sent from my BlackBerry Wireless Handheld (www.BlackBerry.net)


Jana,

Great  attachment. Thanks.
Saturday, March 25 works for me. I shall call or E-mail you from California to
talk about the time. Early afternoon would be great.

Vince

Jlpnymex@aol.com on 03/17/2000 10:58:54 AM
To: vkamins@enron.com
cc:
Subject: Fwd: Happy St. Patricks Day

Vince,
How about Saturday, March 25? Call or email me next week, to let me know what
time would be good for you.  Have a good trip to California and a Happy St.
Patrick's Day today!

jana

Return-Path: <ckcrews@swbell.net>
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Date: Fri, 17 Mar 2000 08:57:53 +0000
From: ckcrews@swbell.net
Subject: Happy St. Patricks Day
To: Jana <Jlpnymex@aol.com>
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presentation given to shank about 1 month ago.

E

---------------------- Forwarded by Eric Groves/HOU/ECT on 11/30/2000 05:44
PM ---------------------------

Guido Caranti@ENRON_DEVELOPMENT
11/06/2000 02:31 PM
To: Merritt Thomas@ECT, Eric Groves@ECT
cc:
Subject:


IntercontinentalExchange
                                                                                Firm Power Price Bulletin
                                                                                For Power Delivered on Tuesday, December  04, 2001
                                                                                (Trade Date of Monday, December  03, 2001)
Click here to access index history .
                                                                                * volume represents sell-side only *
Hub	High	Low	Wtd Avg Index	Change ($)	Vol (Mwh)
Cinergy	         $22.00	         $17.50	         $18.33	+    .58	          48,000
Comed	         $20.00	         $18.00	         $18.94	+   1.09	           7,200
Entergy	         $19.00	         $16.95	         $17.31	+   1.11	          18,400
*Nepool	         $29.00	         $26.75	         $28.52
Palo Verde	         $28.00	         $27.00	         $27.50	-   2.38	           1,200
PJM-West	         $24.50	         $23.00	         $23.42	-   1.15	          15,200
SP-15	         $29.00	         $28.50	         $28.75	-   2.11	             800
TVA	         $22.00	         $18.00	         $19.45	+   1.59	           8,000

                                                                                *There was no trading for this location on ICE.  The high, low and weighted average are the result of a phone survey.
Includes all trades done from 6 AM to 11 AM Central Prevailing Time on the trade date specified for financially firm power delivered during the on-peak hours (6 AM - 10 PM CPT for Eastern hubs / 6 AM - 10 PM Pacific Prevailing Time for Western hubs) on the delivery date(s) specified.
                                                                                IntercontinentalExchange is the world's most liquid trading platform for over-the-counter energy and metals.  Active markets include North American power and natural gas, global crude and refined oil products, and precious metals.  Traded instruments include forwards, swaps, and options.
In order to receive the proprietary information contained in this email, you acknowledge and agree that you shall not further disseminate the IntercontinentalExchange Market Data contained herein to any person or entity without the express written consent of IntercontinentalExchange.    Furthermore, you acknowledge that (1) IntercontinentalExchange has exclusive and valuable property rights in this data; (2) IntercontinentalExchange's data is being made available to you only for your own business or personal activities; and (3) you cannot communicate the data, in any form, to any other person or entity without the express written consent of IntercontinentalExchange.
This data is provided to you free of charge.  IntercontinentalExchange reserves the right to cancel this service at any time for any reason or no reason at all.
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To become an Exchange Participant or inquire about the indices, please contact sales@intcx.com .
To unsubscribe from this service, click here unsubscribe .
                                                                                ?Copyright IntercontinentalExchange, Inc. 2001, All Rights Reserved.


Todd,

We have several members of the group who can help you. One of them is Steve
Leppard located
in London.

Vince

To: Vince J Kaminski/HOU/ECT@ECT
cc:
Subject: Genetic Programming

Vince-
I am with the EBS Venture Capital group. We are looking at evaluating an
investment in a company called Widevine out of Seattle. Part of their value
proposition involves certain patents on genetic programming. Are you familiar
with that? If so, can I set a meeting with you and a few other members of my
group to discuss on Tuesday or Wednesday?

Todd Van Roten
Enron Broadband Ventures
Office: (713) 853-3850
Fax: (713) 646-8010
Cell: (713) 305-0110


here's the merchant

 -----Original Message-----
From: 	"Valencia, Lupe" <LValencia@hess.com>@ENRON
Sent:	Friday, April 19, 2002 4:06 PM
To:	Kelly, Katherine L.
Subject:	RE: Fun for when your bored....

Here it is:  Your distinct personality, The Merchant, might be found in most
of the thriving kingdoms of the time. Your overriding goal is to always be
competitive, for Merchants are the deal makers. Every situation is
realistically analyzed for its profit potential. A well executed deal, even
one that is profitable for all participants, can be its own reward for many
Merchants. On the positive side you can be logically practical, rational and
realistic. On the negative side you may be rigidly dogmatic as well as
unmerciful and precipitous. Interestingly, your preference is just as
applicable in today's corporate kingdomsY

-----Original Message-----
From: Katherine.L.Kelly@enron.com [mailto:Katherine.L.Kelly@enron.com]
Sent: Friday, April 19, 2002 4:04 PM
To: LValencia@hess.com
Subject: RE: Fun for when your bored....

the dreamer/minstral....I'm the enternal optimist that can find the silver
lining in any situation...what does yours mean

    -----Original Message-----
   From:   "Valencia, Lupe" <LValencia@hess.com>@ENRON
   Sent:   Friday, April 19, 2002 3:58 PM
   To:     Kelly, Katherine L.
   Subject:  RE: Fun for when your bored....

   It came back with 'Merchant'- what was yours?

   -----Original Message-----
   From: Kelly, Katherine L. [mailto:Katherine.L.Kelly@ENRON.com]
   Sent: Friday, April 19, 2002 3:45 PM
   To: lvalencia@Hess.com; beverly.b.beaty@williams.com; Homco, Meredith;
   Garcia, Clarissa; Patton, Anita K.; Germany, Chris; Denetsosie, Troy;
   Bryan, Gary; Lamadrid, Victor; Allwein, Robert; Garza, Maria
   Subject: Fun for when your bored....

   http://www.cmi-lmi.com/kingdomality.html

   **********************************************************************
   This e-mail is the property of Enron Corp. and/or its relevant affiliate
   and
   may contain confidential and privileged material for the sole use of the
   intended recipient (s). Any review, use, distribution or disclosure by
   others is strictly prohibited. If you are not the intended recipient (or
   authorized to receive for the recipient), please contact the sender or
   reply
   to Enron Corp. at enron.messaging.administration@enron.com and delete
   all
   copies of the message. This e-mail (and any attachments hereto) are not
   intended to be an offer (or an acceptance) and do not create or evidence
   a
   binding and enforceable contract between Enron Corp. (or any of its
   affiliates) and the intended recipient or any other party, and may not
   be
   relied on by anyone as the basis of a contract by estoppel or otherwise.
   Thank you.
   **********************************************************************


Peter,

The name of the Enron Attorney that you can have your attorney call is Mike D. Smith, 713.853.9503.  Mr. Smith is going to be out of the office for at least one week after today so I suggest that you have your Attorney attempt to contact him today.

Hope this helps.

Regards,

Richard


Dear Ken,

I am writing to you today RE: The proposed sale of Enron's India assets
(non-core)-

FYI:
I am currently an Associate/Manager in the Research Group at Enron. I have
degrees in Mech. Engg & Finance, and will be graduating from Rice with my
MBA in March of 2002.
I have been following developments in the Dabhol matter since the summer of
2001, when I was asked to help put together a briefing/presentation for Ben
Glisan, former Treasurer, Enron Corp.

I recently read with great interest the proposed Enron re-organization plan.
I strongly believe given the opportunity, I can help achieve a successful
resolution of the company's various issues in India.  In my humble opinion,
our current India project negotiation team is unlikely to get the best price
for Enron's shareholders.

My background includes:

1) The Solicitor General of India is my brother's Father-in-Law.

2) Father currently holds the rank of Secretary, Govt. of India in New
Delhi. He is a close friend/advisor to both Mr. Vajpayee(P.M.)and Mr. Advani
(Home Minister)
Mother was on the faculty of Univ. of Michigan,& best friend of Mrs. Indira
Gandi, P.M. of India.- she is currently Professor Emeritus (Intl. Law) Univ.
of Delhi, UN expert & Member, Foreign Relations Committee.

3) My parents both earned Ph.Ds from the Univ. of Michigan,and have lived &
worked in the U.S. for several years-

4) I have substantial, successful experience in Asia.- India & I am
extremely familiar with the laws/regulations in India.

5) Born & raised in the U.S., I am a U.S. citizen. But I am fluent in Hindi
and other local Indian dialects.

6) My previous assignments have included a successful stint as Country
Manager in India(New Delhi) for Hyundai Corp. I successfully led a
multi-national/cross-functional project team in addition to my executive
responsibilities during this assignment.

7) Over 12 years of operating management experience with United Parcel
Service.  I have extensive experience in logistics and other transportation
issues.

Given the current financial situation of the company and your efforts to
marshall all the company's resources efficiently, I will stand-by to hear
back from you.

Hope you and your family have a very Happy Holiday Season!

Regards,
Pravas Sud
Research Group (19th flr)
1400, Smith Street
Work: (713) 345 2419
Home: (713) 283 5825
Cell: (832) 647 8738


Attached, please find the latest draft of the ISDA statement relating to the
valuation or expiry dates with respect to equity derivatives.

 <<Valuation Statement - Monday.doc>>


Gentlemen,

Enclosed is a draft Word 97 version of the data room procedures to be used
for the Peakers sale. I will also be faxing a copy to Ben for your mark-ups.
Please fax all mark-ups to me at (212) 325-8323 for incorporation into the
evolving document.

Best Regards,
                James J. Heckler
  Global Energy & Project Finance
  V:(212) 325-5809
  F: (212) 325-8323
  CREDIT | FIRST
  SUISSE | BOSTON

 <<DATA ROOM PROCEDURES ENRON W97.doc>>

 - DATA ROOM PROCEDURES ENRON W97.doc


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