Susan:

John Malowney would like a copy of this ISDA Master Agreement.  Do we usually
let the traders have copies (hard or electronic)?  If so, we need to make it
very clear that this is confidential.  Let me know what you think.  Thanks.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 05/17/2001 01:02 PM -----

	Susan Bailey
	05/17/2001 12:41 PM

		 To: Bob Bowen/HOU/ECT@ECT, Laurel Adams/HOU/ECT@ECT, Andrea R
Guillen/HOU/ECT@ECT, Larry Joe Hunter/HOU/ECT@ECT, Gordon
Heaney/Corp/Enron@ENRON, Janie Aguayo/HOU/ECT@ECT, Diane
Anderson/NA/Enron@Enron, Melissa Ann Murphy/HOU/ECT@ECT, Scott
Tackett/Corp/Enron@Enron, Celeste Cisneros/NA/Enron@Enron, Sharen
Cason/HOU/ECT@ECT, Kim S Theriot/HOU/ECT@ECT, Tiffany
Williams/NA/Enron@Enron, Dianne Seib/CAL/ECT@ECT, Bianca
Ornelas/NA/Enron@Enron, Kimberly Allen/ENRON@enronxgate, Julie
Brewer/NA/Enron@Enron, Jean Bell/HOU/ECT@ECT, Jason Fischer/NA/Enron@Enron,
Jorge A Garcia/NA/Enron@Enron, Kimberly Hundl/Corp/Enron@Enron, Stephanie
Piwetz/HOU/ECT@ECT, Melissa Rodriguez/HOU/ECT@ECT, Melinda
Whalen/CAL/ECT@ECT, William S Bradford/Enron@EnronXGate, Debbie R
Brackett/HOU/ECT@ECT, Tanya Rohauer/Enron@EnronXGate, Brant
Reves/Enron@EnronXGate, Russell Diamond/Enron@EnronXGate, Lesli
Campbell/Enron@EnronXGate, Wendi LeBrocq/Enron@EnronXGate, Edward
Sacks/Enron@EnronXGate, Veronica Espinoza/Enron@EnronXGate, Veronica
Gonzalez/Enron@EnronXGate, Paul Radous/Enron@EnronXGate, Jason R
Williams/Enron@EnronXGate, Wendy Conwell/NA/Enron@Enron, Darren
Vanek/Enron@EnronXGate, Rudwell Johnson/Enron@EnronXGate, Ken
Curry/Enron@EnronXGate, Aparna Rajaram/Enron@EnronXGate, Tom
Moran/Enron@EnronXGate, Nidia Mendoza/Enron@EnronXGate, Sara
Shackleton/HOU/ECT@ECT, Mark Taylor/HOU/ECT@ECT, Carol St Clair/HOU/ECT@ECT,
Tana Jones/HOU/ECT@ECT, Robert Bruce/NA/Enron@Enron, Brent
Hendry/NA/Enron@Enron, Mary Cook/HOU/ECT@ECT, Stephanie Panus/NA/Enron@Enron,
Cheryl Nelson/NA/Enron@Enron, Francisco Pinto
Leite/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Frank
Sayre/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Angela Davis/NA/Enron@Enron, Anne
C Koehler/HOU/ECT@ECT, Marilyn Colbert/HOU/ECT@ECT, Diane
Ellstrom/Enron@EnronXGate, Lynn E Shivers/LON/ECT@ECT, Bill D
Hare/HOU/ECT@ect, Leslie Reeves/HOU/ECT@ECT, Jason Moore/HOU/ECT@ECT, Dianne
Seib/CAL/ECT@ECT, Samuel Schott/HOU/ECT@ECT, Anthony Campos/HOU/ECT@ECT,
Karen Lambert/HOU/ECT@ECT, Frank L Davis/HOU/ECT@ECT, Carrie
Southard/LON/ECT@ECT, Bernice Rodriguez/HOU/ECT@ECT, Sheri
Thomas/HOU/ECT@ECT, Amber Ebow/HOU/ECT@ECT, Melissa Ann Murphy/HOU/ECT@ECT,
Linda S Bryan/HOU/ECT@ECT, Stacey Richardson/HOU/ECT@ECT, Lisa
Lees/HOU/ECT@ECT, Georgi Landau/NA/Enron@ENRON, Cheryl
Johnson/Corp/Enron@Enron, Stephanie Sever/HOU/ECT@ECT
		 cc:
		 Subject: Louisiana-Pacific Corporation

We have received an executed Master Agreement:

Type of Contract:  ISDA Master Agreement (Multicurrency-Cross Border)

Effective Date:   May 1, 2001

Enron Entity:   Enron North America Corp.

Counterparty:   Louisiana-Pacific Corporation

Transactions Covered:  Approved for all products with the exception of:
Foreign Exchange

Confirming Entity:  Enron North America Corp.

Governing Law:   Texas

Copies will be distributed

Cordially,
Susan S. Bailey
Enron North America Corp.
1400 Smith Street, Suite 3806A
Houston, Texas 77002
Phone: (713) 853-4737
Fax: (713) 646-3490
E:mail:  Susan.Bailey@enron.com


I recognise that I am new to the debate.  However, my concern about focusing
on open access terms is that non-discrimiantory access deals primarily with
competitive issues.  It does nothing to directly address the lack of
transmission capacity and generating capacity.  I'm not certain what path 15
information is, and I presume FTRs are Firm Trading/Transmission rights, but
these deal with use of existing capacity and has nothing to do with
incentives to expand capacity to meet demand.  Presumable, market
participants would use access to existing capacity to take advantage of the
high prices being experienced in the california market, which seems to be
caused by a combination of a lack of capacity and odd trading rules that work
to exacerbate prices in times of shortages.

However, we could argue that competitive access is related to the incentives
of incumbent generators to keep new suppliers from entereing the market.  I
think I have a way to ask a follow-up question that will address this point.

I will send a revised draft soon.

Mary Hain@ECT
04/10/2000 10:34
To: Sarah Novosel/Corp/Enron@ENRON, Susan J Mara/SFO/EES@EES,
jdasovic@ees.enron.com
cc: Tom Briggs/NA/Enron@Enron, Richard Shapiro/NA/Enron@Enron, Cynthia
Sandherr/Corp/Enron@ENRON, Christi L Nicolay/HOU/ECT@ECT,
dbva@radix.net@ENRON

Subject: Re: Draft Questions for Hoecker

I disagree with you about question 2.  While I agree that transmission acess
wasn't the number one problem in California this summer, transmission access
is not close to being perfect in California (for example PG&E controls the
information about path 15 and the ISO still has not auctioned off 100 percent
of the FTRs in the market) and certainly corrections to these problems would
make the market more liquid which would help to alleviate the price spike
problem.  So even though access is not the number one or even the number two
problem causing price spikes this summer it contributed and it is one of the
biggest problems with the California market, relatively, and it is something
that FERC can fix (as compared to fixing hedging and underscheduling which
they seem content to leave to the state regulators).  Perhaps Tom could fix
his question accordingly.

Sarah Novosel@ENRON
10/04/2000 07:41 AM
To: Tom Briggs/NA/Enron@Enron
cc: Richard Shapiro/NA/Enron@Enron, Mary Hain/HOU/ECT@ECT, Cynthia
Sandherr/Corp/Enron@ENRON, Christi L Nicolay/HOU/ECT@ECT, dbva@radix.net
Subject: Re: Draft Questions for Hoecker

Tom:

The questions look good, and I agree with Rick's comments regarding RTO
participation.  We should try and pin Hoecker down on the problems with the
voluntary approach.  I have a couple of additional thoughts on the questions:

In question two, you should also ask Hoecker directly about the time it takes
to interconnect.  The interconnection process can take a long time due to
utility holdups that are not necessary.  I would ask something like, "What is
the length of time it typically takes to interconnect a generator to the grid
once the generator makes the request for interconnection?  Can FERC take
action to shortened this time to help accelerate the development and
operation of new generation in California and elsewhere throughout the
country?"

On question three, you have asked me in the past whether open access for all
uses of the grid would have helped California this summer, and as we have
discussed, while it may have helped, lack of transmission access was probably
not the primary cause for the problems in California this summer.  Given
that, could this question backfire on us?  What if Hoecker says no, expanding
FERC jurisdiction wouldn't have had much impact on California this summer?

Finally, you may want to send these questions to some of our other California
people, including Jeff Dasovich, Sue Mara and Mona Petrochko, to make sure
that the facts stated in Question No. 1 are accurate.

Let me know if you have any questions.

Sarah

Tom Briggs
10/03/2000 02:48 PM
To: Richard Shapiro/NA/Enron@Enron, Mary Hain/HOU/ECT@ECT, Cynthia
Sandherr/Corp/Enron@ENRON, Sarah Novosel/Corp/Enron@ENRON, Christi L
Nicolay/HOU/ECT@ECT
cc:

Subject: Draft Questions for Hoecker

Attached please find draft questions to be provided to Sen. Gorton for his
hearing on NW price spikes to be held Thursday. I hve tried to design
questions that focus on FERC jurisdiction.  However, i may have med the
questions too specific and detailed.  please give me your comments and ideas.


I will be working in the Calgary office Wednesday and Thursday, February 7
and 8.  My assistant, Patti Thompson (x39106) has numbers where I can be
reached.  I will be back in the Houston office on Friday, February 9.

Key contacts in Houston over the next two days are:

DPR   Chris Abel    x33102

MPR   David Maxwell   x36983

Gas Operations Bob Hall    x36956
   Jeff Gossett    x37306

Power  Leslie Reeves   x37962
Operations  Stacey White    x31870


Bob -

Pursuant to our discussions, please see the attached BETA for Natsource.  I
have incorporated those of Carol Wilhelm's comments that were appropriate and
which we discussed.  I have not included the statement regarding parity of
information, as I was not clear, after reviewing her comments again, that
Natsource is seeking parity with others as much reciprocity with Enron (i.e.,
indemnity from Enron).

Please review the attached at your convenience and let me know your
thoughts.  If this is acceptable, I will provide a copy of the attached to
Ms. Wilhelm, but will make sure she understands that any modifications to the
BETA will, at this time, be by a side letter so that the integrity of the
current BETA does not change until we are confident of a global change.

I hope to have the fee agreement to you shortly.

Mark
Senior Counsel, ENA
Phone:     713-345-8897
Facsimile: 713-646-3940
E-Mail:      Mark.Greenberg@enron.com


Congratulations.  Glad to hear you made it.  You are in elite company.

 -----Original Message-----
From: 	Al.Pollard@NewPower.com@ENRON [mailto:IMCEANOTES-Al+2EPollard+40NewPower+2Ecom+40ENRON@ENRON.com]
Sent:	Friday, September 14, 2001 10:48 AM
To:	pallen@enron.com
Subject:	howdy!!

Horrible events this week!!  Hope you did not know anyone involved.
Thought I would share my recent accomplishment with you, given you have
pretty much known me since I did my first Triathlon at Cinco Ranch about 4
years ago now I believe.  Did my first ironman last Saturday up at Lake
Geneva in Wisconsin.  Very long day and the hardest thing I have ever done,
but I finished which was my ultimate goal.

I would gladly trade it in to bring back some of the lost souls from
Tuesday, but unfortunately I do not have that power.

Hope everything is splendid with you.  Talk to you soon,

Al Pollard
The New Power Company
apollard@newpower.com
(713) 345-8781


Elena,

Thanks.

Vince


Cheryl,

Could we also get copies of the executed prime broker agreements (at least
Bear).  London would like to take a look the agreements.

Thanks,

Tom

From: Sara Shackleton@ECT on 04/12/2001 09:22 AM
To: Cheryl Nelson/NA/Enron@Enron
cc: Tom Doukas/NA/Enron@ENRON

Subject: Enron Credit Inc. ("ECI")

Cheryl:

Can you please forward a copy of the ECI resolution(s) (or consent) which was
used to establish the Bear account and Securites Loan Agreement?  We need to
determine all products authorized for ECI trading.  Also, copies of Enron
Credit Limited authorizations would be useful.  Thanks for your help.

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


We have learned that the Brazilian Central Bank has posted on its website
for public comment by
16th November its proposed credit derivatives guidelines.

The address of the relevant page is on the Portuguese part of the site at
http://www.bcb.gov.br/mPag.asp?cod=106&Perfil=1&codP=0 To my knowledge,
an English version of the proposals is not available.

The relevant text was sent to me and is copied directly below as well
although the formatting may be corrupted
in transmission.

PLEASE EXCUSE THE VERY SHORT NOTICE AND ADVISE BY MONDAY MORNING, NOVEMBER
12 WHETHER ISDA SHOULD CONSIDER PROVIDING AN INDUSTRY COMMENT.  AS THE TIME
PERIOD IS SO SHORT, WE MUST MAKE A DECISION WHETHER TO COMMENT BY CLOSE OF
BUSINESS MONDAY.

Kind regards
Ruth Ainslie

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

Edital de Audi?ncia P?blica N? 014/2001
A Diretoria Colegiada do Banco Central do Brasil decidiu colocar em
audi?ncia p?blica minutas de resolu??o e de circular dispondo sobre a
realiza??o, no mercado de balc?o, de opera??es de derivativos de cr?dito,
referenciadas em riscos oriundos de opera??es de empr?stimo, financiamento e
de arrendamento mercantil, por parte das institui??es que especifica.
2.	Os interessados poder?o encaminhar, at? o dia 16 de novembro de
2001, sugest?es e coment?rios, por meio de correspond?ncia dirigida ao
Departamento de Normas do Sistema Financeiro (Denor), SBS, Quadra 3, Bloco
"B", 15? andar, Edif?cio Sede, Bras?lia (DF), CEP 70074-900, ou pelo e-mail
denor@bcb.gov.br <mailto:denor@bcb.gov.br>.
3.	A partir da data de publica??o deste edital, c?pia das minutas de
resolu??o e de circular estar?o dispon?veis no "site" do Banco Central do
Brasil (www.bcb.gov.br) ou, de 10:00 ?s 17:00 horas, nas centrais de
atendimento ao p?blico nos seguintes endere?os:
Boulevard Castilhos Franca, n? 708, Centro, em Bel?m (PA);
Av. ?lvares Cabral, n? 1.605, Santo Agostinho, em Belo
Horizonte (MG);
Rua Carlos Pioli, n? 133, Bom Retiro, em Curitiba (PR);
Av. Her?clito Gra?a, n? 273, Centro, em Fortaleza (CE);
Rua 7 de setembro, n? 586, Centro, em Porto Alegre (RS);
Rua da Aurora, n? 1.259, Santo Amaro, em Recife (PE);
Av. Presidente Vargas, n? 730, Centro, no Rio de Janeiro
(RJ);
Av. Garibaldi, n? 1.211, Ondina, em Salvador (BA);
Av. Paulista, n? 1.804, Bela Vista, em S?o Paulo (SP).
Bras?lia, 18 de outubro de 2001.
S?rgio Darcy da Silva Alves
Diretor

RESOLU??O
Autoriza a realiza??o, no mercado de balc?o,
de opera??es de derivativos de cr?dito, referenciadas em riscos oriundos de
opera??es de empr?stimo, financiamento e de arrendamento mercantil, por
parte das institui??es que especifica.
O BANCO CENTRAL DO BRASIL, na forma do art. 9? da Lei 4.595, de 31
de dezembro de 1964, torna p?blico que o CONSELHO MONET?RIO NACIONAL, em
sess?o realizada em de
de 2001, tendo em vista o disposto no art. 4?, incisos VI e VIII, da
referida lei, no art. 23 da Lei 6.099, de 12 de setembro de 1974, com a
reda??o dada pela Lei 7.132, de 26 de outubro de 1983, na Lei 9.514, de 20
de novembro de 1997 e no art. 4? da Lei 10.192, de 14 de fevereiro de 2001,
R E S O L V E U:
Art. 1? Facultar ?s institui??es financeiras e demais institui??es
autorizadas a funcionar pelo Banco Central do Brasil a realiza??o de
opera??es de derivativos de cr?dito, nas modalidades, formas e condi??es a
serem por ele estabelecidas.
? 1? Somente podem atuar na qualidade de contraparte receptora do
risco de cr?dito os bancos m?ltiplos, a Caixa Econ?mica Federal, os bancos
comerciais, os bancos de investimento, as sociedades de cr?dito,
financiamento e investimento, as sociedades de cr?dito imobili?rio e as
sociedades de arrendamento mercantil.
? 2? As sociedades de arrendamento mercantil somente podem atuar na forma do
disposto no par?grafo anterior quando o ativo subjacente referir-se a
cr?ditos oriundos de opera??es de arrendamento mercantil.
? 3? Para efeito do disposto nesta resolu??o, consideram-se:
I - derivativos de cr?dito: contratos onde as partes transferem
entre si, no ato da contrata??o, o risco de cr?dito de uma ou mais
opera??es, sem implicar, nesse momento, a transfer?ncia do ativo subjacente
que o originou;
II - ativo subjacente: cr?dito decorrente de opera??es de empr?stimo,
financiamento ou de arrendamento mercantil realizadas no mercado dom?stico.
Art. 2? O risco de cr?dito do ativo subjacente deve, necessariamente, ser
detido pela contraparte transferidora do risco no momento da contrata??o.
? 1? A contraparte transferidora do risco de cr?dito deve manter registros ?
disposi??o do Banco Central do Brasil que atestem a exist?ncia do risco do
ativo subjacente quando da contrata??o do derivativo de cr?dito.
? 2? O montante da transfer?ncia de risco est? limitado ao valor do ativo
subjacente.
? 3? ? vedada a cess?o, aliena??o ou transfer?ncia, direta ou indireta, a
qualquer t?tulo, do ativo subjacente, durante o prazo de vig?ncia do
contrato de derivativo de cr?dito a ele referenciado.
Art. 3? A pr?tica das opera??es de que trata esta resolu??o fica
condicionada ? indica??o, por parte das institui??es referidas no art. 1?,
de administrador tecnicamente qualificado, respons?vel pelas mesmas perante
o Banco Central do Brasil.
Art. 4? Estabelecer a obrigatoriedade de registro das opera??es de
que trata esta resolu??o por entidades devidamente autorizadas pelo Banco
Central do Brasil ? pr?tica de tal atividade e que atendam ?s necessidades
de fiscaliza??o e controle por parte dessa Autarquia.
Art. 5? Fica o Banco Central do Brasil autorizado a adotar as medidas e a
baixar as normas complementares que se fizerem necess?rias ? execu??o do
disposto nesta resolu??o.
Art. 6? Esta resolu??o entra em vigor na data de sua publica??o.
Bras?lia, ...... de ................ de 2001.
Arminio Fraga Neto
Presidente

CIRCULAR
Disp?e sobre a realiza??o, no mercado de
balc?o, de opera??es de derivativos de cr?dito, referenciadas em riscos
oriundos de opera??es de empr?stimo, financiamento e de arrendamento
mercantil, de que trata a Resolu??o de de 2001.
A Diretoria Colegiada do Banco Central do Brasil, em sess?o
realizada em de de 2001, com base no disposto no art. 2?, ? 2? do
Regulamento Anexo IV ? Resolu??o 2.099, de 17 de agosto de 1994, com as
modifica??es introduzidas pelas Resolu??es 2.692, de 24 de fevereiro de
2000, e 2.891, de 26 de setembro de 2001, e no art. 1? da Resolu??o , de de
de 2001,
D E C I D I U:
Art. 1? Estabelecer as seguintes modalidades de derivativo de
cr?dito pass?veis de realiza??o por parte das institui??es referidas no art.
1? da Resolu??o , de de de 2001:
I - swap de cr?dito, quando a contraparte receptora do risco for remunerada
com base em taxa de prote??o;
II - swap de taxa de retorno total, quando a contraparte receptora
do risco for remunerada com base no fluxo de recebimento de encargos
vinculados ao ativo subjacente, de que trata o art. 1?, par?grafo ?nico,
inciso II, da Resolu??o , de 2001.
Par?grafo ?nico. Fica vedada:
I - a realiza??o de opera??es de op??es vinculadas a essas
modalidades; e
II - a realiza??o de opera??es de derivativos de cr?dito entre
pessoas f?sicas ou jur?dicas controladoras, coligadas ou controladas,
incluindo as empresas referidas no art. 3? da Resolu??o 2.723, de 31 de maio
de 2000, com a reda??o dada pela Resolu??o 2.743, de 28 de junho de 2000.
Art. 2? Para efeito do disposto nesta circular, s?o definidos como:
I - opera??es de swap: aquelas realizadas entre a contraparte
transferidora e a contraparte receptora do risco de cr?dito para liquida??o
em data futura, que impliquem, na ocorr?ncia de um ou mais eventos de
deteriora??o da qualidade do cr?dito, na recomposi??o, total ou parcial, do
valor do ativo subjacente pela contraparte receptora em favor da contraparte
transferidora do risco;
II - eventos de deteriora??o da qualidade de cr?dito (eventos de cr?dito):
aqueles fatos que, independentemente da sua motiva??o, caracterizem-se por:
a)	decreta??o de fal?ncia dos obrigados do ativo subjacente;
b)	pedido de concordata preventiva dos obrigados do ativo
subjacente;
c)	liquida??o extrajudicial pelo Banco Central do Brasil dos
obrigados do ativo subjacente;
d)	reestrutura??o de passivos dos obrigados, quando essa representar
perda
no valor ou deteriora??o da qualidade do cr?dito do ativo subjacente;
e)	mudan?a de controle, fus?o ou incorpora??o dos obrigados, quando
representar perda no valor ou deteriora??o da qualidade do cr?dito do ativo
subjacente;
f)	morat?ria dos obrigados do ativo subjacente;
g)	inadimplemento do ativo subjacente;
h)	antecipa??o compuls?ria do pagamento do ativo subjacente, na
hip?tese de previs?o contratual;
i)	rep?dio ou questionamento judicial do ativo subjacente;
Art. 3? As opera??es realizadas pela contraparte transferidora do
risco nos termos desta circular devem ser consideradas no c?mputo do
Patrim?nio L?quido Exigido (PLE), de que trata a Resolu??o 2.099, de 17 de
agosto de 1994, e altera??es posteriores, em fun??o do grau de transfer?ncia
do risco de cr?dito do ativo subjacente.
? 1? Para efeito do disposto neste artigo, considera-se efetiva a
transfer?ncia do risco de cr?dito do ativo subjacente, com a poss?vel
redu??o do fator de pondera??o a ele aplic?vel, quando:
I - o contrato estabelecer como eventos de cr?dito, no m?nimo, a ocorr?ncia
individual ou conjunta das situa??es previstas no art. 2?, inciso II;
II - o ativo subjacente for legalmente pass?vel de transfer?ncia, nos casos
em que o contrato de derivativo de cr?dito assim o preveja na ocorr?ncia do
evento de cr?dito;
III - a contraparte transferidora do risco n?o retiver risco de cr?dito sob
qualquer forma;
IV - n?o houver cl?usula que possibilite o cancelamento unilateral
do contrato pela contraparte receptora do risco de cr?dito, exceto na
hip?tese do n?o pagamento pela contraparte transferidora da remunera??o
estabelecida no art. 1?, incisos I e II;
V - n?o houver cl?usula que possibilite, ? contraparte receptora do
risco de cr?dito, o n?o cumprimento da obriga??o de efetuar prontamente o
pagamento do montante devido ? contraparte transferidora na ocorr?ncia do
evento de cr?dito.
? 2? O fator de pondera??o, em valor percentual, a ser aplicado ao montante
de prote??o do ativo subjacente para fins de apura??o do PLE deve ser obtido
com base na seguinte f?rmula:
FP = (1 - F) x (PRP x 50)/PRA + [1- (PRP/PRA)] x FPA + F x FPA, onde:
FP = fator de pondera??o aplic?vel ao montante de prote??o do ativo
subjacente;
PRA = prazo remanescente do ativo subjacente (em dias ?teis);
PRP = prazo remanescente do derivativo de cr?dito (em dias ?teis);
FPA = Fator de pondera??o, em valor percentual, relativo ao ativo
subjacente, conforme a Tabela de Classifica??o dos Ativos de que trata o
art. 2?, ? 1?, do Regulamento Anexo IV ? Resolu??o 2.099, de 1994, e
altera??es posteriores;
F = "zero" nas hip?teses do derivativo de cr?dito ser contratado na mesma
moeda que o ativo subjacente;
F = 0,50 (cinq?enta cent?simos) nas hip?teses do derivativo de cr?dito ser
contratado em outra moeda que n?o a do ativo subjacente.
? 3? A exposi??o ao risco do ativo subjacente que exceder o montante
de prote??o deve ser ponderada pelo seu fator original conforme a Tabela de
Classifica??o dos Ativos de que trata o art. 2?, ? 1?, do Regulamento Anexo
IV ? Resolu??o 2.099, de 1994, e altera??es posteriores.
? 4? Na hip?tese em que estipulada cl?usula relativa a valores ou
percentuais m?nimos de perda do ativo subjacente para que a recomposi??o,
total ou parcial, seja efetuada, deve ser comprovada parcela adicional de
PLE equivalente ao valor ou percentual m?nimo estipulado.
Art. 4? A contraparte receptora do risco fica exposta ao risco de cr?dito do
ativo subjacente na propor??o do risco assumido.
Par?grafo ?nico. Na hip?tese de a contraparte receptora do risco
garantir o contrato de derivativo de cr?dito com a utiliza??o de recursos em
esp?cie ou de t?tulos de emiss?o de terceiros, a exposi??o ao risco
decorrente deve ser ponderada pelo maior fator de pondera??o entre aquele
aplic?vel ao ativo subjacente ao contrato de derivativo de cr?dito e aquele
aplic?vel ? contraparte transferidora do risco.
Art. 5? ? obrigat?ria a divulga??o, em notas explicativas ?s demonstra??es
financeiras, de informa??es contendo, pelo menos, os seguintes aspectos
relativos ?s opera??es de derivativos de cr?dito:
I - pol?tica, objetivos e estrat?gias da institui??o;
II - processo de gerenciamento de riscos;
III - volumes de risco de cr?dito transferidos (valor cont?bil e de
mercado), total e no per?odo;
IV - receitas e/ou despesas no per?odo;
V - efeito (aumento/redu??o) no c?lculo do PLE;
VI - montante e caracter?sticas das opera??es de cr?ditos
transferidas ou recebidas no per?odo em decorr?ncia dos fatos geradores
previstos no contrato;
VII - segrega??o por tipo (swap de cr?dito e swap de taxa de retorno total).
Art. 6? O Banco Central do Brasil poder? determinar o aumento do PLE, com
base em caracter?sticas intr?nsecas ao contrato.
Art. 7? As institui??es devem manter, ? disposi??o do Banco Central
do Brasil, adequadamente documentadas, sua pol?tica e procedimentos para
realiza??o de opera??es de derivativos de cr?dito, bem como os limites de
exposi??o estabelecidos, independentemente da condi??o de receptora ou
transferidora do risco.
Art. 8? Fica condicionada ? autoriza??o do Banco Central do Brasil a
celebra??o de contrato de derivativo de cr?dito cujo montante seja igual ou
superior a 10% (dez por cento) valor do Patrim?nio de Refer?ncia (PR) da
institui??o que atuar como contraparte transferidora do risco.
Art. 9? A institui??o deve informar ao Departamento de Cadastro e
Informa??es do Sistema financeiro (Decad) o nome do diretor respons?vel pela
pr?tica de opera??es de derivativos de cr?dito, nos termos do art. 3? da
Resolu??o de de 2001.
Art. 10. Esta circular entra em vigor na data de sua publica??o.
Bras?lia, .... de ........... de 2001.
S?rgio Darcy da Silva Alves
Diretor


I missed you in the original e-mail.
hgm

	From:  Hector McLoughlin                           12/07/2000 10:47 AM

To: Kam Keiser/HOU/ECT@ECT, Susan Scott/ET&S/Enron@ENRON, Victor
Guggenheim/HOU/ECT@ECT, Jeffrey C Gossett/HOU/ECT@ECT, Errol
McLaughlin/Corp/Enron@ENRON
cc: Francisco deJesus/NA/Enron@ENRON

Subject: Behavioral Profile of Risk Management Personnel

I want to recap our understanding of the key cultural/behavioral attributes
that you said were important to interview for.      If you want to add to
this please don't hesitate to do so.   We will form a questionnaire tailored
to your group's needs.

The right candidate will desire an environment that will challenge them with
new situations on a constant day to day basis.   This person would become
bored and restless with routine.   This person would also enjoy learning at a
relatively fast and voluminous rate.
The candidate will rarely lose a train of thought despite interruptions and
can return to the point at which a discussion or idea was disrupted.   There
are techniques as well as questions that can address this.
The person must indicate a high degree of dependability, endurance,
follow-through, and persistence.   They must be equipped with an ability to
cope with adversity and be willing to do what it takes to get it done.
They must not be adverse to working beyond the 45hr week.    It is difficult
for the candidate to create a story that combines examples of all of these
traits unless it truly happened.   If they have these traits, they have used
them in the past.
Relatively thick skinned.   How do they accept criticism and/or reprimands?
A desire to be in control of situations is also a desirable trait.  These
applicants must want to make decisions and control outcomes almost all of the
time.   Not to be confused with micro-managers or control freaks
(yeah-buts).
Lastly, they must have an entrepreneurial focus.    They need to be the
people that make it happen, with possibilities but without guarantees  of
personal gain, a desire to take ultimate responsibility, and influence others
to get it done and make them feel good about it.   The how, what, when,
where, and why of being in a leadership role.

We will start formulating the questions and the order in which they should be
asked today.   Do you have any candidates in the near future?   We would be
glad to help you with interviewing tips.
hgm


fyi
---------------------- Forwarded by Steven J Kean/NA/Enron on 05/24/2001
07:48 AM ---------------------------
From: Sandra McCubbin on 05/23/2001 02:57 PM
To: Steven J Kean/NA/Enron@Enron
cc:

Subject:

a number of legislators have told us that they were going to call or send Ken
a note of apology for Lockyer's quote...would be interested in anyone
actually did it...thanks


Yes, I still have my binder from "Derivatives I"

Robert E. Bruce
Senior Counsel
Enron North America Corp.
T (713) 345-7780
F (713) 646-3393
robert.bruce@enron.com

	Tana Jones@ECT
	10/31/2000 12:24 PM

		 To: Brent Hendry/NA/Enron@Enron, Sara Shackleton/HOU/ECT@ECT, Mark
Taylor/HOU/ECT@ECT, Carol St Clair/HOU/ECT@ECT, Susan Bailey/HOU/ECT@ECT,
Mary Cook/HOU/ECT@ECT, Samantha Boyd/NA/Enron@Enron, Robert
Bruce/NA/Enron@Enron, Stephanie Panus/NA/Enron@Enron
		 cc: Christian Yoder/HOU/ECT@ECT
		 Subject: Derivatives Course Material

Christian Yoder is looking for the course material for some of the in-house
derivatives seminars.  Does anyone have some material we can lend him?


Ken Lay made a speech this morning concerning the domestic natural gas
market.  We're putting the speech (actually the slides from which Ken gave
the speech) on the web, accompanied by this press release.
----- Forwarded by Mark Palmer/Corp/Enron on 09/20/2000 01:17 PM -----

	Cindy Derecskey
	09/20/2000 01:17 PM

		 To: Mark Palmer/Corp/Enron@ENRON
		 cc:
		 Subject: Lay Release


As you may know, Jim Fallon and Rich DiMichele have elected to leave Enron.

Effective immediately, Dan Leff will assume management and leadership responsibility for Enron's wholesale businesses, in addition to his current responsibility for our retail businesses.  It is critical that we continue to focus significant effort and attention toward maximizing the value of these businesses.

Bob Semple, of Zolfo Cooper, will continue to stay closely involved in an advisory capacity with Enron's wholesale and retail business activities.

Dan will report directly to Enron's Office of the Chief Executive.


We don't have to meet with them....
---------------------- Forwarded by Kay Mann/Corp/Enron on 10/13/2000 02:55
PM ---------------------------
From: Suzanne Adams@ECT on 10/13/2000 02:49 PM
To: Kay Mann/Corp/Enron@Enron
cc:

Subject: Bruce Silvers

Ok, you are on to meet with Bruce and Nick at 4:30-5pm, depending on traffic,
at their offices located at 399 Park Avenue.


Start Date: 4/20/01; HourAhead hour: 6;  No ancillary schedules awarded.
Variances detected.
Variances detected in Load schedule.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final
Schedules\2001042006.txt

---- Load Schedule ----
$$$ Variance found in table tblLoads.
     Details: (Hour: 6 / Preferred:  44.21 / Final:  44.18)
  TRANS_TYPE: FINAL
  LOAD_ID: PGE3
  MKT_TYPE: 2
  TRANS_DATE: 4/20/01
  SC_ID: EPMI


This week each business unit across Enron has been asked to identify the optimal structure and resources on a going forward basis.  While the review is not complete, we are close to finalizing decisions surrounding each individual business.
We ask for your continued patience and we know that may be asking a lot.
Please take the opportunity to enjoy the time with your family at Thanksgiving and know that we are working hard on finalizing all details. No significant organizational announcements will take place next week.
Mike and Jeff


---------------------- Forwarded by Kay Mann/Corp/Enron on 09/20/2000 08:57
AM ---------------------------

John Schwartzenburg@ENRON_DEVELOPMENT
09/20/2000 08:56 AM
To: Kay Mann/Corp/Enron@ENRON
cc:

Subject: Re: EPC contract to be 97-10 compliant

I will be making the clean up changes today and will issue tonightor tomorrow
AM

To: John G Rigby/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, John
Schwartzenburg/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:

Subject: EPC contract to be 97-10 compliant

Hi there,

Any luck with the form to work with on the affilate/epc/97 10 compliant
contract?

Thanks,

Kay


Lisa - this link will add the database to your workspace --->

Let me know if you need anything else.

Mike 3-3363
---------------------- Forwarded by Michael Neves/HOU/ECT on 09/27/2000 02:59
PM ---------------------------
From: Tana Jones on 09/27/2000 01:09 PM
To: Michael Neves/HOU/ECT@ECT
cc: Lisa Lees/HOU/ECT@ECT
Subject: Re: Legal EOL Database

Mike,

Can you take care of this and let us know when Lisa has access.  Thanks.
----- Forwarded by Tana Jones/HOU/ECT on 09/27/2000 01:08 PM -----

	Lisa Lees
	09/27/2000 12:36 PM

		 To: Tana Jones/HOU/ECT@ECT
		 cc:
		 Subject: Re: Legal EOL Database

Yes, I would like to have access.  Please ask Mike to email me once he's
given me access.

Thank you.

From: Tana Jones on 09/27/2000 10:13 AM
To: Lisa Lees/HOU/ECT@ECT
cc:
Subject: Legal EOL Database

FYI,

I have a database where I keep track of my online approvals/declines and
reasons why (if there are any!).  I don't know to what extent Frank ever
looked at it, but you might find it helpful.  It is called "ENA Legal Online
Trading Agreements" database.  If you're interested, I'll ask Mike Neves to
get you access.


Dear ClickAtHome Participant,

The ClickAtHome Team has received an invoice for the Enron subsidized portion
of your ClickAtHome Computer.  This email is to verify that you have received
your Dell PC successfully.  If so, you can disregard this message and enjoy
your computer.

If you have not received your PC, or you returned it and have chosen to not
participate in the ClickAtHome program, PLEASE reply to this email or email
the ClickAtHome Team at clickathome@enron.com to notify us of this billing
error.

Thank you,
ClickAtHome Team!


Attached is an e-mail that I sent to my management earlier this week.

A also have a couple of questions and observations.  First, do we have
anything in writing from PG&E when they refused to comply with our request to
revise their Roll-off Matrix?

Also, I spoke with Jeff who informed me of the various variables that the
market has to work with to negotiate with PG&E.  I agree with the following
variables:
extend the rate freeze beyond 2001, but no later than the end of 2004.
a $3.5 to $4.0 billion hydro valuation on January 1, 2002 to cover TRA and
TCBA undercollections at that point in time, with future payments based on a
revenue requirement calculation and a fixed rate of return.  These fixed
payments will be offset by the wholesale market revenues for the hydro
output.  Ratepayers will have to make up the difference in the future through
a balancing account and fixed surcharge or surcredit; in financial derivative
terms this is is the equivalent of a negative index (fixed revenue
requirement - market revenues presumed to be the PX).  This essentially NPVs
the cashflows to payoff shortfalls today at the risk of creating shortfalls
in the future to the extent that the value is too high.
increase the level of the frozen rate at some modest amount.  Keep in mind, a
$10 per mWh increase in PG&E's rates beginning January 1, 2001, translates to
a $155 million hit to the book for 2001 through 2010, so we would need an
offsetting benefit.  We could probably offset this hit if the rate freeze was
extended through March 31, 2002.
allow PG&E to hedge procurement costs for the extended frozen time period.
it is critical that the rate freeze does not end before July 1, 2001 for all
customers, including large and small and DA and SO.  Preferably the rate
freeze would end no earlier than December 31, 2001 or 2002.  They can also
extend the rate freeze for a longer period of time for small customers or
change the freeze to an SDG&E type of mechanism beyond December 31, 2001.
The following is PG&E's situtation.

As you can see that they will be trying to cut their losses, even though they
have still not fully collected all outstanding undercollections.
Undercollections are projected to grow through next year.  What PG&E will be
looking for is a way out or a swaption to switch customers from the fixed to
index asap.  I don't think they will be so quick to do give up $500 million
at this point and will be interested in some type of settlement that would
protect this amount.  There is still the political hot potato about rolling
off early and selling out customers and the only way they could do this is
with a quick valuation of hydro.  Maybe they would be willing to take some
loss even in a settlement to avoid upsetting politicians and customers.  If
the process is delayed, PG&E's exposure will probably be over $1 billion by
the end of the year and possible $2 billion by the end of 2001.  So you see,
there would be a need for some combination of a slight increase in rates,
extension of the freeze to capture the backwardation in commodity price, and
a higher hydro valuation with ratepayers incurring the risk for the higher
valuation in the future, in exchange for a deal that insulates ratepayers
from volatility and rate shock today.
It is key that the extended Rate Freeze equitably treats DA customers in the
form of today's rate freeze with a PX credit that is not capped.

Roger
---------------------- Forwarded by Roger Yang/SFO/EES on 09/21/2000 01:52 PM
---------------------------

Roger Yang
09/19/2000 10:28 PM
To: Dennis Benevides/HOU/EES@EES, Scott Stoness/HOU/EES@EES
cc: Marty Sunde/HOU/EES@EES
Subject: PG&E Strategy to End the Rate Freeze Early and Potential Book Impact

PG&E filed Advice Letter 2010-E-A on September 15 requesting to revise its
hydro value estimate of a $1.0 billion previously filed in June to $2.8
billion, retroactively effective on June 23, 2000.  Although PG&E does not
state the intent to end the rate freeze, effective July 1, 2000, it is clear
that PG&E will claim that the $2.8 billion interim valuation will render the
rate freeze as having ended retroactively on July 1, 2000 if the CPUC
approves this advice letter.  Our estimates show that this is viable;
however, PG&E will be undercollected by $682 million in its Transition
Revenue Account.  It is unclear whether PG&E is willing to forego this
undercollection in order to avoid incurring higher undercollections from the
run-up in electric commodity prices under a rate freeze, or if PG&E has some
other plan to recover this undercollection as a post-freeze rate adder.  Even
though Decision Nos. 00-02-048 and 00-06-004 adopt ratemaking methodologies
to establish an interim valuation that triggered PG&E's Advice Letter
filings, this decision states that "[the CPUC] will address the impact of
this accounting on the end of the rate freeze at the appropriate time and in
the appropriate proceeding." (p. 10)  Hence, there is no conclusive decision
that states that this interim valuation should be used to end the rate
freeze.  In fact, the utilities had argued the contrary, it could not be used
in this manner.

Since PG&E has already sent out bills for August and should alreay wdy have
sent out bills for September by the final resolution of this Advice Letter, I
believe the earliest implementation date for ending the rate freeze would be
October 1, 2000.  In addition, I would have to believe that allowing PG&E to
implement an end to the rate freeze effective July 1 would violate codes on
retroactive ratemaking since it would result in an immediate increase to
PG&E's customers.  The book impact to EESI for a termination date of October
1 would be a $127 million loss.  A delay to an October 1 end date would
result in an undercollection for PG&E greater than $1.2 billion.  PG&E will
try to recover this undercollection in future rates if the end date is
October 1.  To the extent that such recover is delayed and recovered over an
extended period of time, the impact on the book could be minor due to the
expiration of many of our contracts in 2002.

AB1890 Section 368.a states, "These [frozen] rate levels for each customer
class, rate schedule, contract, or tariff option shall remain in effect until
the earlier of March 31, 2002, or the date on which the commission-authorized
costs for utility generation-related assets and obligations have been fully
recovered.  The electrical corporation shall be at risk for those costs not
recovered during that time period."  I interpret this to mean that the
utility does not have the option to artificially end the rate freeze
earlier.  However, PG&E may be trying to end the rate freeze early through an
interim valuation of hydro assets.  AB1890 Section 367.a.5 states, "For those
assets subject to valuation, the valuations used for the calculation of the
uneconomic portion of the net book value shall be determined not later than
December 31, 2001, and shall be based on appraisal, sale, or other
divestiture.  The commision's determination of the costs eligible for
recovery and of the valuation of those assets at the time the assets are
exposed to market risk or retired, in a proceeding under Section 455.5, 851,
or otherwise, shall be final, and notwithstanding Section 1708 or any other
provision of law, may not be rescindeded, altered or amended.  PG&E's
original position was an interim valuation could not end the rate freeze when
PG&E had thought it could overcollect CTCs before the run-up in market
prices.  Now PG&E is trying to rewrite history after the fact by using an
interim valuation that is higher than their original estimate.

Per Decision No. 99-10-057, PG&E and SCE were ordered to "file an advice
letter three months prior to the earliest forecasted date that the rate feeze
will end or Sepetmeber 2001 if the rate freeze does not end early....The
Advice Letter implementing rate changes shall become effective within 30 days
of the end of the rate freeze subject to Energy Division determining the
Advice Letter is in compliance." (Ordering Paragraph 1)  To the best of my
knowledge, PG&E has yet to file an advice letter providing 3 months notice of
an end to the rate freeze.  This demonstrates that PG&E is taking desperate
actions.  In that same decision, the CPUC ordered that "PG&E and SCE shall
provide to interested parties estimates of the date the rate freeze will end
and file advice letters to effectuate the end of the rate freeze as set forth
herein." (Ordering Paragraph 2)  To date, every estimate filed with the CPUC
showed that the rate freeze would end no earlier than January 1, 2001.  In
fact, Enron has notified PG&E on prior occasions of the possibility of a
potential earlier end date and PG&E dismissed our concerns about the
misinformation perpetrated by PG&E's filings.  This demonstrates a willful
act on PG&E's part to commit fraud if they were to end the rate freeze before
2001.  This would not be the first time that PG&E has manipulated the
regulatory process.  In its General Rate Case, PG&E was communicating an
expectation of 35 to 40% rate drops at the end of the freeze, which were
later revised to 20% drops.  The effect was to paralyze customers from
choosing an alternate supplier, which turns out was not in the customers best
interest.  Finally, the decision states, "the end of the rate freeze shall
not occur before the generation assets of each utility have been
market-valued except as the law or the Commission determine otherwise."
(Ordering Paragraph 2)  This provision clearly demonstrates that despite all
of PG&E's acts, it will be the final decision of either the Legislature or
Commission as to whether they will allow PG&E to end the rate freeze
retroactively without any advance notice and causing an immediate increase in
utility bills to half of the customers of investor-owned utilities in
California.  If the Legislature or Commission is willing to commit this type
of political suicide, then PG&E's grip on these bodies is tighter than we
could ever imagine.

As opposed to PG&E's desperate plans that would negatively impact California
customers, we willl pursue a win-win strategy.  Amongst various strategies
would be to extend the rate freeze up to December 31, 2004.  A freeze ending
any period between July 1, 2001 and December 31, 2004, will have a positive
impact on our book.  Estimates from a month ago showed a positive impact in
the ballpark of $156 million if the rate freeze were to end on December 31,
2004.  Of course our preference would be to end earlier than 2004 so as to
avoid a potential negative impact on future sales; however, we believe this
PG&E would require at least this time frame in order to mitigate its
undercollections that it would incur for the next few years.  PG&E will
benefit by the opportunity to maximize recovery, especially given an
opportunity to now hedge this risk and with the hedge funded by ratepayers.
ENA will have the opportunity to sell to PG&E.  Customers get a reprieve and
will have an additional four years to prepare for the new market structure,
knowing what they may expect from the scare from this summers.  With a better
informed customer, we may even be able to still sell in California.  The
Governor, Legislature, and Regulators, can defer the concerns to someone
else's term in office.  At a minimum, we should try to negotiate some joint
proposal with PG&E that would extend the rate freeze to December 31, 2001 or
March 31, 2002, with guaranteed recovery of undercollections for PG&E for
some time period beyond those dates.  If adopted by CPUC, PG&E would get the
P&L protection they need and customers can benefit from the reprieve from
higher rates.  I think the key is to preserve the current AB1890 rate freeze
mechanism versus a mechanism similar to that enacted by the Legislature for
SDG&E, because that legislation does not adequately protect all customers and
competitors equally.  The only solution will be a win-win solution.  The Wall
Stree Journal speculates that PG&E will be reluctant to be too aggressive in
selling out customers and may be positioning itself to negotiate a win-win
solution.  We need to make sure we are part of that winning solution, if not
influence that solution.  Moody's Investor Services Inc. issued a negative
outlook on PG&E and PG&E's stock price has dropped $4 from $30 to $26 in the
last week.  Government Affairs is on top of this issue.

Roger


Did Greg instead give them his collection of dead squirrels? Get it? ACORN -
Squirrel...

-----Original Message-----
From: Mann, Kay
Sent: Thu 5/24/2001 4:12 PM
To: Jacoby, Ben
Cc:
Subject: RE: Wonder if its off the balance sheet?

 They all have it now. I thought you would enjoy this one.

 Did you hear about the protest in Enron's Chicago office.  40 ACORN members
stormed in, demanding that Gregg Penman fax a letter to Ken Lay.  No kidding.

 ckm

 From: Ben Jacoby/ENRON@enronXgate on 05/24/2001 04:08 PM
 To: Kay Mann/Corp/Enron@Enron
 cc:

 Subject: RE: Wonder if its off the balance sheet?

 How about forward ing this article to legal / finance / accounting, with the
theme being that our Pompano site on a relative basis is a cake walk. I'd
like to see Duke's financial model...

 -----Original Message-----
 From: Mann, Kay
 Sent: Thu 5/24/2001 1:19 PM
 To: Jacoby, Ben; Carnahan, Kathleen; Sole, Carlos; Engeldorf, Roseann; Gray,
Barbara
 Cc:
 Subject: Wonder if its off the balance sheet?

 Duke Energy, Environmentalists Strike Deal over California Plant
 Tom Knudson

 May. 16, 2001
 Knight Ridder Tribune Business News - KRTBN
 Copyright (C) 2001 KRTBN Knight Ridder Tribune Business News; Source: World
Reporter (TM)

 Days after state regulators gave Duke Energy the go-ahead to expand its Moss
Landing Power Plant near Monterey Bay last fall, documents show four
environmental groups made their own deal with the utility giant. The four
signed an agreement not to "participate in any lawsuit (or) regulatory
challenge" that might slow or stop the project in exchange for a financial
concession: $1 million from Duke for environmental "monitoring and research."

 Balancing power generation and environmental protection always has been
difficult. But today, as power-starved California scrambles to find and
permit new energy sources, some fear the Moss Landing agreement shows that
money can sway even environmentalists -- and tip the scales too far in favor
of economic development.

 Environmentalists who signed the agreement, though, said that despite their
concerns about the plant expansion, they had little chance of stopping it,
especially after it was approved by the California Energy Commission and
Central Coast Regional Water Quality Control Board.

 So they took the potentially controversial step: entering into an agreement
with Duke for financial resources to pay for studies of the plant's impact on
the marine environment.

 Other environmentalists, though, criticized that approach.

 Duke Energy's efforts to modernize the Moss Landing Power Plant resulted in
mitigation payments to environmental and other groups, including:

 $7 million to the Elkhorn Slough Foundation to mitigate the plant's use of
seawater.

 $425,000 to the Monterey Bay Sanctuary Foundation over three years to
monitor heated seawater discharge in the ocean.

 $1 million to the Monterey Bay Sanctuary Foundation over five years to
monitor water quality through a program sponsored by Save Our Shores, the
Center for Marine Conservation, the Friends of the Sea Otter and the Otter
Project.

 $100,000 to the Marine Mammal Center to relocate its triage center for
injured animals onto power plant property.

 $3.4 million to the Moss Landing Chamber of Commerce over 20 years for
infrastructure improvements in the Moss Landing community.

 $100,000 to design and construct a boardwalk for additional beach access in
Moss Landing.

 $60,000 for an environmental assessment for a proposed Elkhorn Slough Circle
Trail. If approved, Duke would provide an additional $250,000 endowment to
maintain the trail.

 "It is very disheartening," said Carolyn Nielson, a retired teacher who
along with some other local residents is waging a battle against what they
consider an environmentally harmful power plant cooling system.

 "These environmental groups have the expertise, the biologists, the
attorneys," said Nielson, who has taken her case to the State Water Resources
Control Board. "We could have been much more successful with their help. But
there wouldn't have been any financial reward in it for them."

 Such criticisms are off-base, according to Warner Chabot, regional director
for the Center for Marine Conservation, a national environmental group that
was among those to sign the deal. He said environmentalists got the best deal
possible in the current energy climate.

 "Look at what's happening with power plant approvals in California right
now," said Chabot, referring to the state's push to bring new energy sources
on line.

 The Moss Landing project -- which is scheduled to add 1,060 megawatts in
2002, enough to serve one million homes -- is a key part of that energy
expansion plan.

 No money will go to the four environmental groups -- the Center for Marine
Conservation, along with Save Our Shores, Friends of the Sea Otter and the
Otter Project. It will be routed, in five yearly installments of $200,000
each, to the Monterey Bay Sanctuary Foundation, a nonprofit organization that
helps support sanctuary programs, including scientific research.

 Chabot helped found the sanctuary foundation and sits on its board. He said
the money will be used to monitor the health of Elkhorn Slough, a
biologically rich estuary that borders the plant and is linked to Monterey
Bay.

 "Not a dime comes to the Center for Marine Conservation," he said. "Not a
penny comes to me."

 Duke representatives said the controversy about the arrangement has been
stirred by a handful of people.

 "It's a million dollars worth of water quality studies," said Duke spokesman
Tom Williams. "Our whole effort wasn't to try to buy anybody off. It was
designed to help increase people's comfort level where there wasn't a comfort
level."

 The $1 million agreement signed in November is part of a package of more
than $12 million in Duke payments to civil, government and environmental
groups in connection with the plant modernization.

 The heftiest award -- $7 million to the Elkhorn Slough Foundation, a
nonprofit environmental organization -- was negotiated by state agencies to
"mitigate" environmental impacts of the plant.

 Formed in 1982, the slough foundation exists to promote "the wise use and
conservation of Elkhorn Slough and surrounding wetlands," its Web site says.
However, some environmentalists say the state-approved mitigation plan is
inadequate.

 "If you want to say, 'Who did Duke roll with a big chunk of money?' I would
say they rolled the California Energy Commission and the Regional Water Board
for the price of mitigation," Chabot said. "The agencies got bought off
cheap. And the environment got taken to the cleaners."

 Duke's Williams strongly disagreed. Environmental mitigation "must be based
on science, not on buying anybody off," he said. "That is inappropriate, and
we would not participate in that.

 "That suggestion is offensive to us. And it should be offensive to any
environmentalist."

 Bob Haussler, head of the Energy Commission's environmental protection
office, said the mitigation plan is biologically sound. "We are confident it
will improve the slough ecosystem," he said.

 Madeline Clark, a local businesswoman and founder of Monterey Parkway -- a
citizens group that scrutinizes local public works projects -- called the
recipients of Duke's payments a "shopping list" of government agencies,
environmental groups and civic organizations. She was particularly critical
of the $1 million deal with environmental groups.

 "You know what bothers me?" Clark said. "Environmental groups get tons of
donations. Their purpose is to protect and defend the environment. If a big
corporation like Duke can come in and buy them off, I have a real problem
with that."

 Construction began in November on Duke's project to add 1,060 megawatts of
natural gas-fired electrical capacity to the Moss Landing plant, purchased
from PG&E in 1998.

 If the expansion is finished next year, as scheduled, it would account for
more than 30 percent of all new generation in California in 2002.

 "This is a big deal," said Williams, the Duke spokesman. "It will be the
largest plant in California. If that plant is delayed a month or two, we lose
the summer of 2002. And that affects not only Duke Energy, but the state of
California."

 Opponents say it's not the power they oppose, but the plant's cooling
system, which will pump about 1.2 billion gallons of seawater each day from
Moss Landing Harbor. Such pumping, they say, will degrade Elkhorn Slough.
They argue for an alternative cooling system, such as towers that
re-circulate water.

 "Basically, what that plant will do is take 25 percent of the volume of the
harbor and slough, run it through a pipe and dump it back into the ocean with
much of the marine life cooked and dead," said Steve Shimek, executive
director of the Otter Project.

 For Shimek and other environmentalists, scientific studies commissioned by
Duke during the permitting process left key questions unanswered about the
plant's impact on the environment.

 "There was no scientific evidence that would literally point to Duke causing
harm to the environment," said Vicki Nichols, executive director of Save Our
Shores. "We felt we didn't have strong standing to sue."

 Instead, the environmentalists began negotiating with Duke for financial
payments for studies of environmental impacts of the modernization project.

 The process "gave me tremendous pause and great concern," Nichols said. "I
knew there was going to be some perception that we were doing the wrong
thing."

 She was right.

 "As far as I'm concerned, with the price-gouging going on by the energy
wholesalers, they are just receiving stolen goods," said Clark, of the
citizens group.

 Her skepticism was sharpened by the recent disclosure that Duke Energy
approached Gov. Gray Davis with a secret deal offering financial concessions
if the state dropped lawsuits and investigations into the power generator.

 Chabot, with the Center for Marine Conservation, discouraged any comparison
between the two offers, calling it "grossly unfair and inaccurate."

 Regardless of what was intended with the payments, Nielson said they stain
the process. "It is so destructive in terms of making everyone cynical," she
said.

 Shimek took a different view. "We convinced Duke to spend $1 million toward
monitoring that, frankly, five years from now could very well come back to
haunt them," he said.

 "Did we do the right thing? I have no idea. Did we try our best? Yes, we
did."


To summarize the outcome of the meeting this morning....
In the short term:
Storage allocations will continue to be the final process performed during the Timely and Evening cycles
Storage allocations will be before the Confirmation process for the Non-Grid, IntraDay1 and IntraDay 2 cycles / SBS will not be available during the Confirmation process for these cycles
The changes will be made effective for the gad day of July 6th

For the longer term
Continue the above
Make modifications to the storage allocatons program to allow SBS availability for storage activity which is the opposite to the activity being allocated (i.e., SBS storage withdrawals when storage injections are being allocated)


There will be two presentations tomorrow from UBS commencing at 2:30 p.m. (CST).  These will be held in ECS 06980 and the conference dial-in numbers are listed below.

				2:30 p.m.	Bill Glass & Bill Bradford - Credit
				3:00 p.m.	Alex Fusco - New Business Guidelines

Dial-in #		800.486.2726
Host code	353763 (Louise)
Participant	547763

Many Thanks,

Liz Taylor
Assistant to Greg Whalley
713.853.1935 office
713.853.1838 fax
713.854.3056 mobile


I have reviewed the schedule and have a few questions/comments - nothing
major.  I have left a voice-mail for Alicia and will be happy to deal with
her directly if you want.


Please forward your schedules to me for next week.

Please send to me by noon Monday, December 11th.

Thanks in advance for your cooperation.

Joseph Alamo
Sr. Administrative Assistant
Government Affairs - The Americas
San Francisco CA


Thank you Sally.   And, thank you again for giving me additional time off to
get acquainted with Emily.  Both of us appreciate it very much.
Dianne

	Enron North America Corp.

	From:  Sally Beck                           07/19/2000 04:16 PM

To: Dianne J Swiber/HOU/ECT@ECT
cc:
Subject: Re: It's true what they say...

Thanks for including me.  Congratulations on Emily.  I know that you and she
will be getting used to one another over the next few weeks, and that sleep
will definitely be a scarce commodity.  Those first few weeks can be both
wonderful and terrible at the same time.  Savor the baby stage as much as you
can, and before you know it Emily will be cooing and responding to you in a
way that makes all of the sleepless nights just melt away.  Enjoy your new
role as mom -- it is a wonderful, life-long experience!  --Sally

	From:  Dianne J Swiber                           07/19/2000 08:54 AM

To: Sally Beck/HOU/ECT@ECT
cc:
Subject: It's true what they say...

Sally,
I'm sorry I left you off my original note but I wanted you to know......
Dianne

...the third time is a charm.  After 2 failed adoptions, God has blessed me
with a beautiful daughter!  Emily Lyn was born on Saturday, July 8 at 11:18
am in San Antonio.  She weighed 7 lbs. and measured 19 inches.  She is so
tiny and has a head full of dark hair!  I brought her home last night at 8:30
pm.  Our first
night went well even if I didn't get any sleep.  It's going to take some time
for me to get used to the noises she makes.  I must admit, there were
days when I never thought this would happen.  I appreciate all the kind words
of encouragement many of you have shared over the last few years
as I have gone through this process, especially during the really low
points.  I am truly blessed.
I will be out of the office for a while but feel free to stay in touch as I'm
sure I'll be logging in often.  Also, if I left someone off the list here,
please have them forgive me.  Remember, I'm working on 0 sleep.  Please feel
free to pass this along to anyone I may have fogotten.  Thanks.
Dianne


I liked the new signs for the new hire network this morning, as opposed to
the signs for new hire orientation.  Just wanted to let you know that I
noticed the difference!  I will be curious to hear about changes to the
content as well.

Hope your are doing well.  We will have to have lunch after you get through
January!  --Sally


Vince

I will call you on Monday.  I understand that unexpected meetings are a
matter of life in today's world.

Gerry

-----Original Message-----
From: Vince.J.Kaminski@enron.com [mailto:Vince.J.Kaminski@enron.com]
Sent: Friday, October 27, 2000 3:12 PM
To: gsheble@iastate.edu
Cc: Vince.J.Kaminski@enron.com
Subject: RE: FW: opportunities

Gerry,

I may have unexpected meeting(s) in the morning.
Please, keep trying and I shall try to call you as well.

Vince

"Sheble, G.B." <gsheble@iastate.edu> on 10/27/2000 09:09:16 AM

To:   "'Vince.J.Kaminski@enron.com'" <Vince.J.Kaminski@enron.com>
cc:
Subject:  RE: FW: opportunities

Vince

Since we were not able to connect this morning, would you identify any
other
time as convenient for you?  Should I try Monday morning?

Thank you

Gerry

===================================
Gerald B. Shebl,
Professor, Electrical and Computer Engineering
Director of Complex Adaptive Systems Program
1115 Coover Hall
Ames, Iowa 50011
voice: 515.294.3046
FAX: 515.294.4263
email: gsheble@iastate.edu
web: http://www.ee.iastate.edu/~sheble/
===================================


not much, just trying to stay out of trouble......not too long, not too
short,not too big ,not too small.......the every day battles with everyone
else.....other than that,  we just bought a new house yesterday (2 blocks
from knock.....he doesn't know yet).....burrrrr it's getting cold here
....(avg temp of 50-60 in jan feb  )    you married or "still in play'" ?
.......gotta hop....say hi to the boys.....

later,         the QQQQQQQQQQQQ


<http://images.commissioner.com/images/spln_fantasy_hdr_600.gif>Fantasy Football Newsletter
October 19, 2001

      <http://cbs.sportsline.com/images/newsletter/magnify.jpg>Fantasy Sports <http://fantasy.sportsline.com>     <http://cbs.sportsline.com/images/newsletter/magnify.jpg>Fantasy Football <http://football0.commissioner.com/mp/pro-home?league=zero>     <http://cbs.sportsline.com/images/newsletter/magnify.jpg>CBS SportsLine.com <http://cbs.sportsline.com>

Welcome to another edition of the 2001 Fantasy Football Newsletter!

The Fantasy Football newsletter will arrive in your e-mail inbox at the end of every week. We'll include news about the web site; tips on using all the features available; and answers to your player-related questions from the "Gridiron Guru."

  <http://cbs.sportsline.com/images/newsletter/pixel.jpg>	Inside

* Fantasy Football Matchups

* Customize Reports to Display the Info You Want

* Gridiron Guru

* Tip of the Week

 <http://cbs.sportsline.com/links/6/1/223/sffpn1019v.cgi>	  <http://www.sportsline.com/links/6/1/217/sffpn1019e.cgi>	  <http://www.sportsline.com/links/6/1/224/sffpn1019s.cgi>
  _____

Fantasy Football Matchups

Every Friday our Fantasy experts break down the key Fantasy matchup of the week. It may be a top running back facing a sturdy run defender; a deep-threat wideout matched up with a premier cover-corner; or a gunslinging QB against a defense with ball-hawking safeties. We'll tell you who has the edge. We'll also highlight the key matchups in every NFL game to help you decide who to start and who to bench. Check our Fantasy News area (click News, Fantasy News on the toolbar) Fridays for Fantasy Football Matchups.

  _____

Customize Reports to Display the Info You Want

Did you know you can customize the settings of most reports on the site, and save those settings so they are displayed each time you visit the report? For example, suppose you'd like the Transactions, View report to display only Add/Drops over the past 7 days for all teams. Enter those settings, click GO and then click the Save icon displayed over the report. Now each time you click Transactions, View on the toolbar, the report is displayed according to your custom settings. After you click Save you can click the E-Rept icon to have your new custom report e-mailed to you on the days you choose.

  _____

Gridiron Guru

Welcome to Gridiron Guru, where we'll answer your questions about players and offer Fantasy Football roster advice. We invite you to send your own scouting reports and comments on players to: gridguru@commissioner.com <mailto:gridguru@commissioner.com>. You'll get the chance to be heard by thousands of Fantasy players just like yourself!

Question - Matt Biggins, Los Angeles, CA

Which two receivers should I start this weekend, out of Todd Pinkston, Bill Schroeder, Chris Carter, Terry Glenn and James McKnight? Who would you recommend starting out of Duce Staley, Stephen Davis, Ron Dayne, Kevan Barlow and Jason Brookins?

Answer - GG

As long as Schroeder (ankle) is healthy, he's a must- start against a Minnesota defense that allowed Charlie Batch to throw for 345 yards and three touchdowns last weekend. Miami has a bye, so McKnight is obviously not an option. Pinkston and Glenn both have good matchups, but we'd have to go with Carter in this case. This season has been very unpredictable, so going with your most established player in this case is the best move. To answer your second question, we'd recommend Davis against a vulnerable Carolina defense and Dayne against Philadelphia. It's tough to choose Davis, but Barlow has a bye and both Staley and Brookins will be splitting carries at best, so our hands are tied.

Question - Jeff Smith, Tampa, FL

I have Jeff Garcia, who has a bye this week. I have the option of starting Jim Miller or picking up Chris Weinke. What do you recommend?

Answer - GG

Miller has been very inconsistent from a Fantasy perspective, so we'd have to side with Weinke. He'll be facing a Washington defense decimated by injuries and vulnerable to players like Muhsin Muhammad, Donald Hayes and Wesley Walls. Weinke could have a big game.

Question - Scott Buzby, Newark, DE

Who should I start this week: Shannon Sharpe or Bubba Franks? Also, is it time to drop James Thrash? Kevin Johnson, Laveranues Coles, Todd Pinkston and Joe Jurevicius are all still available.

Answer - GG

Franks has been Brett Favre's favorite target in the red zone, but Sharpe is one of the best tight ends in the league. Sharpe will always give you good production from the tight end spot, and we highly doubt that Franks will be able to continue to score touchdowns at his current pace of one per game. As far as Thrash goes, we feel he's just not good enough to be facing No.1 cornerbacks on a weekly basis, so his numbers will be inconsistent at best. Your best bet is to drop him and go after another No. 1-caliber wideout like Johnson, who could emerge as a reliable Fantasy player.

  _____

Tip of the Week

Phil Brown, St. Louis, MO: When will people start giving Priest Holmes the credit he deserves? He is the best offensive option the Chiefs have, and he even has more rushing yards than Marshall Faulk after five weeks. With Dick Vermeil calling the shots in Kansas City, Holmes will continue to be a productive player all season.

This message has been provided free of charge and free of obligation. If you prefer not to receive emails of this nature please send an email to remove@commissioner.com <mailto:remove@commissioner.com>. Do not respond to this email directly.


follow up response regarding "political" risks in Project Summer.  Please let
me know if you need more.  mcs
---------------------- Forwarded by Mark Schroeder/LON/ECT on 05/07/2000
09:59 ---------------------------

Mike Dahlke@ENRON_DEVELOPMENT
05/07/2000 07:07
To: Mark Schroeder@ECT
cc: Steven J Kean@EES

Subject: Re: Korean Consents - further

Mark,

I will look into the point you raise.  It sounds like "Oldco" would be the
same legal entity that now holds the JV ownership (indirectly).  Enron Corp
is not defined in terms of individuals.  Thus, it seems there should not be a
legal issue.  Furhter, the Korean government, has been visited by no less
than 3 very senior Enron officials within the past year.  A change could make
officials more reluctant to talk with Enron because the company is constantly
changing people.  Otherwise, it is hard for me to see why an official would
want to cause trouble over a "domestic" (within Enron) matter.

My guess is the challenge would come from SK Corp, who might feel "we" are
trying to escape without living through the "honeymon" period and not "set
off" the Right-of-refusal.  There may be a desire to use various techniques,
including causing political trouble, to force either Newco management or
Oldco management to buy him out.  Half of the "hurt" they would fall on them
however, so it would seem there would be a hesitancy to use that approach.
That would mean that activities of Enron, Korea might be threatened.  So the
risk seems like it would be dependent on what business, other than CGC joint
venture, that Enron Korea might get involve in.  Thus far, there isn't an
active operation being run through EK.

It is late (or early, actually).  I will consider the point more after some
sleep.

Mike D.

______________________________________________________________________________
___________________________________________________

Author: Mark Schroeder, July 4, 2000
To: Mike Dahlke

Thanks.  I think the one dimension that I would like to see addressed a bit
more explicitly is:  If the interest in the holding company itself is
transferred, or the management control of the holding company changes hands,
e.g., "Enron Corp." (old) is no longer chaired by Lay, who will chair "Enron
Corp. (new)", but Enron Corp. (old) still is the JV interest owner, in
addition to the legal requiriements, and consultation with locals you note
below, is there any risk of "political" interference, such that they might
extract concessions from the parties to the transaction before it could go
forward.  Not necessarily fair, but they might have some leverage or perceive
that they do.  If such a transaction goes forward, the dealmakers want to
know this, so as to be able to fairly judge the risk, and how to allocate it
in the deal.  thanks  mcs


John,

Hello from South America.  I just got your email and I certainly concur with
Jeff making the call.  He has maintained a good relationship with Mulva. This
was a risk that we had but we did have assurances from Phillips regarding
performance.  I don't know how much it will help however.  Richard Harper and
Mary Nell Browning may have some ideas here but I am sure you've already gone
through it with them.  I am amazed how the details get fuzzy on an old
project.  When you discussed it, i was trying to think back to our remedies
and discussions but the 3 years have made it difficult.

I don't know if there is anything I can do but I'm always willing to help.

Good luck,
Mike

John Sherriff
06/06/2000 12:09 PM
To: Jeff Skilling/Corp/Enron@ENRON
cc: Mike McConnell/HOU/ECT@ECT, Richard Lewis/LON/ECT@ECT, Peter
Crilly/LON/ECT@ECT
Subject: J-Block

I mentioned on our conference call on Monday that J-Block has had problems
meeting our nominations from the Judy/Joanne/Janice reservoirs.

Up until recent CATS maintenance shutdown on 15 May, they were making up for
reduced production volumes by nominating to supply gas at the NBP which they
are entitled but not obliged to do.  Since return from outage at the end of
May they have declined to nominate at the NBP.

From 1 January to 15 May, the Sellers use of the NBP delivery option kept
underdeliveries to 350 mmcf (ie one day's maximum quantity) in total.  Since
returning from the maintenance shutdown, underdeliveries have totalled 850
mmcf ( averaging 77mcf/d ).

We believe that following the sharp rise in market prices during the
maintenance period, they have decided to default on the contract rather than
make up deliveries from other sources.   They have an effective cap on the
penalties of about 5 pence per therm (after taking into account the value of
the liquids) and therefore they are not making up the volumes when the daily
price is substantially higher than about 16 pence per therm.

Prior to the CATS shutdown, we had made them a proposal to enable them to
deliver additional volumes at  another alternative to avoid default but they
have not responded yet.

You mentioned that in your negotiations with Phillips they had committed to
getting us all the gas regardless of the cap on the penalties.  This has cost
us about $1.5 million to date and they seem to be institutionalising their
non performance.    Perhaps a phone call by you might help.

By the way I will be in Houston on Thursday and Friday to meet with the
delegation from Croatia and I will probably be tied up the entire time but if
you need me
for a phone call I can break away.

John


1) Since I'm coming, I'll likely stay a couple of days, if there's still an
open seat available on the floor.
2) I can get a plane that arrives at Intercontinental at 12:20.  Can I catch
a cab and get to the Woodlands by 1?  Otherwise, I'll come out the night
before.

Best,
Jeff


Naomi

Shona Wilson suggested that you may be able to assist with the following
request for information. We are having to make some filings with the CFTC
arising out of the acquisition and change of names of the MG entities.
Specifically we are advised that , we will need to supply a corporate chart
showing the relationship with all previous MG entities and Enron Corp. We
will also need to provide a brief description of the acquisition itself.

Apologies for the short notice, but the filing will need to be made on or
before 25 November and we will need to conduct a full review with external
counsel to ensure that the correct filing is made.

If you need to speak to me my number is 713 345 8161.

Kind regards

Marcus

	Enron Europe

	From:  Naomi Connell @ ECT                           11/07/2000 01:04 PM

To: Shona Wilson/NA/Enron@ENRON
cc: Alan Aronowitz/HOU/ECT@ECT, Marcus Nettelton/NA/Enron@ENRON, Justin
Boyd/LON/ECT@ECT, Tim Davies/LON/ECT@ECT, Sherri Griffin/Corp/Enron@Enron,
Donna Lowry/HOU/ECT@ECT, Tim Poullain-Patterson/LON/ECT@ECT, Tina
Ward/LON/ECT@ECT, Marcelo Parra/NYC/MGUSA@MGUSA

Subject: Re: st louis and chicago reports

Please note that there is a global review of Agency agreements that is going
on for the entire metals structure at this stage.  It is totally linked with
the tax structuring for metals that is being undertaken.  The resolution to
this issue will therefore depend on the tax department's timing.  Tina Ward
is heading up this intiative.

Many thanks

Naomi

	Enron Capital & Trade Resources Corp.

	From:  Shona Wilson @ ENRON                           07/11/2000 16:52

To: Alan Aronowitz/HOU/ECT@ECT, Marcus Nettelton/NA/Enron@ENRON, Justin
Boyd/LON/ECT@ECT, Naomi Connell/LON/ECT@ECT, Tim Davies/LON/ECT@ECT
cc: Sherri Griffin/Corp/Enron@Enron, Donna Lowry/HOU/ECT@ECT, Tim
Poullain-Patterson/LON/ECT@ECT

Subject: st louis and chicago reports

As requested, here are the reports for St. Louis and Chicago.  You will note
that you have been named as one of the owners - person responsible to fix the
finding.  Please call me if you have questions.

Tim - Will you liase with Sam and Achim?

Thanks,

Shona


Hi Dan,

One more thing I want to mention.  As you know, Enron has a confidentiality
agreement with a competitor of Fuel Cell (I believe it is ONSI).  The
agreement has an exclusivity arrangement, which prevents the other company
from chasing certain transactions without Enron.  Once we really know what we
are going to do with FCE, will it be necessary/advisable to waive the
exclusivity provision to avoid any restraint of trade arguments?

FYI, When I last discussed the other company with Ozzie and Heather on
Friday, they were planning on calling the other company to tell them the
general status without violating confidentiality obligations to FCE or CRRA.
I will follow up to get the details of the discussion.

Kay


Ben and Ross:
I briefly spoke with Don Miller this morning and he mentioned that the
Transition Team meeting with Allegheny may take place this Thursday. Please
let me know if there's anything you need me to do to help coordinate this
effort.

Thanks,
Jennifer
x3-9964

Benjamin Rogers@ECT
12/07/2000 01:16 PM
To: Don Miller/HOU/ECT@ECT, Mitch Robinson/Corp/Enron@Enron, Ross
Newlin/HOU/EES@EES, Stuart Zisman/HOU/ECT@ECT, Chris Meyer/HOU/ECT@ECT, Jim
Homco/HOU/ECT@ECT, Bernie Robinson/Corp/Enron@Enron, Merle
Churchill/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Chris
Norris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Pete
McCormick/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Gus Eghneim/Corp/Enron@Enron,
Bill Rust/HOU/ECT@ECT, Jennifer Walker/NA/Enron@Enron, Eric
Thode/Corp/Enron@ENRON, Lloyd Will/HOU/ECT@ECT
cc:

Subject:

Everyone:
Attached is the list of the preliminary Allegheny/Enron transition team
members for the 2000 Peaker assets.  If you think you should not be on it or
that someone else is better suited for the task then please let me know.
Please check over the information to make sure everything is correct.  We are
trying to plan for a kick-off meeting with Allegheny within the next couple
of weeks.  Thanks for your assistance with this very important project.
Regards,

Ben Rogers
3-7998


---------------------- Forwarded by Mark Taylor/HOU/ECT on 01/18/2000 09:42
AM ---------------------------

	From:  Mark Taylor                           01/17/2000 11:19 AM

To: David Forster/LON/ECT@ECT, Bob Shults/HOU/ECT@ECT, Frank L
Davis/HOU/ECT@ECT
cc:
Subject: Re: On-line GTC's for Enron Clean Fuels Company (ECFC)

---------------------- Forwarded by Mark Taylor/HOU/ECT on 01/17/2000 11:18
AM ---------------------------

Nony Flores
01/14/2000 06:34 PM
To: Mark Taylor/HOU/ECT@ECT
cc: Dale Neuner/HOU/ECT@ECT, John L Nowlan/HOU/ECT@ECT, Steven M
Elliott/HOU/ECT@ECT, Alan Aronowitz/HOU/ECT@ECT, Harry M Collins/HOU/ECT@ECT,
Janice R Moore/HOU/ECT@ECT, Michael A Robison/HOU/ECT@ECT, Lynn E
Shivers/HOU/ECT@ECT
Subject: Re: On-line GTC's for Enron Clean Fuels Company (ECFC)

Mark -

Mike Robison and I have finalized the form of GTC's for ECFC and are
forwarding them to you for further distribution.  Thanks.

John -

The only modifications to ECFC's online GTC's are as follows:

Contract Formation In order to maintain consistency with the other product
lines online GTCs, we've modified this section to reflect the same
introduction as reflected in ELFI, EGLI, ERAC and EPC.

Damages and Limitation We've added a 2 line bilateral provision regarding
payment.

Financial Information We've added the two paragraphs re credit provisions as
reflected in the confirmations.

Compliance with U.S. Laws We've added the buyer/seller trade sanctions as
reflected in the confirmations.

Law and Jurisdiction We replaced this section in its entirety with the new
policy in effect as of June 1998.

Appendix II We've added the Marine Provisions Addendum.

Appendix III We've added the Transportation Addendum.

Thanks.
Nony Flores
Ext. 37541

Dale Neuner on 01/12/2000 05:24:45 PM
To: Nony Flores/HOU/ECT@ECT, Mark Taylor/HOU/ECT@ECT
cc: Dforster@enron.com, Bob Shults/HOU/ECT, Steven M Elliott/HOU/ECT@ECT
Subject: Re: On-line GTC's for Enron Petrochemicals Company (EPC)

Mark -

Although these products were not on the release list for the Jan 5 release,
we have been actively pursuing their completion and posting to EOL. Since our
reviews of the products are complete, the Petrochems guys are extremely eager
to have their products posted. Please offer your approval of the attached
ASAP so I can get this and the product onto EOL.

Nony -

We were expecting delivery of the Methanol GTC today. Please be aware that
the uploading of GTC's can sometimes be laborious, and since the Petrochem
guys are eager to get this out, time is of the essence. Please let me know
when you can expect delivery of the Methanol GTC to Mark Taylor.

Dale

Nony Flores
01/11/2000 06:09 PM
To: Mark Taylor/HOU/ECT@ECT
cc: Alan Aronowitz/HOU/ECT@ECT, Harry M Collins/HOU/ECT@ECT, Janice R
Moore/HOU/ECT@ECT, Michael A Robison/HOU/ECT@ECT, Dale Neuner/HOU/ECT@ECT,
Steven M Elliott/HOU/ECT@ECT
Subject: On-line GTC's for Enron Petrochemicals Company (EPC)

Mark -

Last week Dale Neuner was requested to add four new commodities to on-line
trading and Mike Robison and Steve Elliott have reviewed and approved the
long descriptions for benzene, mixed xylene, toluene and methanol.   We have
also finalized the form of GTC's for EPC (who trades benzene, xylene and
toluene) and are forwarding them to you for further distribution.

Note:  GTC's for Enron Clean Fuels Company (who trades methanol) will follow
on Wednesday.

Thanks.
Nony Flores
Ext. 3-7541


All,

This weekend Houston experienced a flood that significantly impacted the IT environment, several Enron Information Technology systems experienced outages.  At this time all critical systems have been restored and should be operational.

The Portland offices lost their connection to Houston for several hours (as did other Houston based companies due to power failures and Telco carrier failures). The following functionality was lost or severely impacted:

?	Email
?	Internet (CAISO access)
?	Houston file access
?	Houston based market data feeds
?	Tie lines and ring downs to Houston (Complete phone service has not been restored  in Houston and the circuits are very busy.)
?	Terminal Server Clusters, General and Trading. (CAPS, EnPower)

The above services have been restored.

While Houston was in the process of restoring service, several user and common data directories for Houston users and Houston based applications had to be restored from the backup tapes from Thursday evening.  Therefore, some of you may be missing data files on your M or O drives that you created or modified on Friday.

Please contact me if you encounter any issues or have any questions.

Regards,

	David Steiner
	503.464.3701


AGENT JS/JH BOOKING REF
YR82DG

                                          SANDERS/RICHARD B

  ENRON
  1400 SMITH
  HOUSTON TX 77002
  ATTN TWANDA SWEET

  DATE:  JAN 02 2002                   ENRON

SERVICE               DATE  FROM           TO             DEPART
ARRIVE

CONTINENTAL AIRLINES  02JAN HOUSTON TX     LOS ANGELES CA 235P    407P
CO 1821    B          WED   G.BUSH INTERCO INTL
                            TERMINAL C     TERMINAL 6
                            SNACK                         NON STOP
                            RESERVATION CONFIRMED         3:32 DURATION
AIRCRAFT:                   BOEING 737-800
                            SEAT 08D NO SMOKING CONFIRMED
SANDERS/RICHARD

CONTINENTAL AIRLINES  04JAN LOS ANGELES CA HOUSTON TX     820A    133P
CO 1081    Q          FRI   INTL           G.BUSH INTERCO
                            TERMINAL 6     TERMINAL C
                            SNACK                         NON STOP
                            RESERVATION CONFIRMED         3:13 DURATION
AIRCRAFT:                   BOEING 737-800

      AIR FARE 242.79       TAX 27.21           TOTAL USD
270.00
                                   ORIGINAL FARE PAID
-270.00

                                        INVOICE TOTAL
0.00

PAYMENT: O/CCAX

RESERVATION NUMBER(S)  CO/UG1YQL

SANDERS/RICHARD B                        TICKET:CO/ETKT 005 7249757963

CO  FREQUENT FLYER COTP028685
NON-REFUNDABLE TKT MINIMUM $100.00 CHANGE FEE
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http://greetings.yahoo.com


Kim,
Here are the draft documents with comments from Mark.  I need your input to make sure that the settlements group would understand the terminology the same way I have defined it.  I have followed strict ISDA definitions which is not how we typically draft our documents.  If we need to I can meet with you to discuss how this is to be structured.

Kathryn,
How was it envisioned that ConfirmLogic would handle the difference between the Term of the Underlying Transaction and the exercise period of the swaption?

Leslie,
I modified the ERCOT definitions to make them consistent with the latest draft you sent me.  There are two floating price definitions that appear to have additional variables in them.  (The Megawatt Daily Index Daily and the Megawatt Daily Index Forward.)  How were these additional variables to be handled in ConfirmLogic?  Additionally the headings of each of these Floating Price descriptions do not seem to be consistent with the pub code designation that will be used in ConfirmLogic.  Are the descriptions going to be updated to be consistent?

Please let me know if anyone has any questions or comments on the draft documents.

Regards,
Brent


Karen -

At the request of Dave Samuels, I am forwarding to you a copy of the
Specialist Data Agreement previously presented to Enron.  The attached
document is marked to reflect Enron's comments.

Simultaneously with the distribution of this agreement to Reuters, I am also
distributing this internally for business group review.  Therefore, I must
reserve the right to make further comments if deemed necessary.

This agreement should be used as the basis for our discussions tomorrow.  In
the event you should have any questions or need anything further, please call
me at the below number or forward an electronic message.

Mark
Senior Counsel, ENA
Phone:     713-345-8897
Facsimile: 713-646-3940
E-Mail:      Mark.Greenberg@enron.com


The attached report summarizes current significant legal activities of EWS
Legal as of November 15, 2000.  This report does not attempt to list all
transactions or include reference to on-going maintenance of completed
transactions.

Please let me know if you have any questions.


I am available on Wed.  Afternoon ias better for me say 3:00 Houston time?

C

From: Don Hawkins/ENRON@enronXgate on 03/26/2001 05:14 AM CST
To: Chris H Foster/HOU/ECT@ECT
cc:
Subject: Citizens

Chris, attorneys have indicated there is no affiliate problem with EAMR
negotiating a contract with ENA for the operation of the Citizens assets as
described in the contract I sent you Friday.   IF we can make it work it
makes more sense this way and tells a good story in support of the "One
Enron" message.

Please let me know what your availability is for Wednesday so I can set up a
conference call with legal and marketing services to discuss the work to be
done so we can flush out the liability issue.  You and I can continue our
discussion on price one on one.

Thanks,

Don


Today, Enron hosted a conference call to give investors a current overview of the company. Here's an update of what we discussed during the call.

We told investors that we're doing everything we can to protect their interests and to regain their confidence. Our focus remains on our credit quality, balance sheet and liquidity, which are essential for our continued success and expansion of our wholesale businesses.

It took more than a few weeks to get where we are today. Here's a snapshot of significant events that led to our current situation:

-- In hindsight, we definitely made some very bad investments in our non-core businesses over the past several years. Those include investments in Azurix, India and Brazil. They have performed far worse that we could have ever imagined when we made these investments;

-- Because of these bad investments, we've become over-leveraged as a company. The negative impact of those investments was exacerbated through the extensive use of debt capital both on and off our balance sheet;

-- We also entered into related party transactions that led to a loss of investor confidence, which has been very damaging;

-- We've been criticized for our lack of transparency and our hard-to-understand financial and operating disclosures; and

-- On top of it all, we discovered errors in our financial statements, as discussed in our 8-K filing last week, that required a restatement of previously reported earnings.

We've taken a new look at our businesses and have separated them into three areas: core businesses, non-core businesses, and businesses under review.

Core Businesses

Our core businesses remain strong and consistent sources of significant earnings and cash flows for the company. They're our competitive advantage. These include:

-- Natural gas pipeline businesses;

-- Gas and power businesses in North America and Europe;

-- Retail businesses in North America and Europe; and

-- Coal businesses in North America and Europe.

The events of the past few weeks have had a temporary negative impact on our projected fourth quarter profitability. It's too early to tell at this time what impact this might have on our operating results. We are considering these actions now so that we can quickly return to normal business in 2002.

I also remain optimistic that the actions we've taken over the past couple of weeks have addressed our customer and counterparty credit and liquidity concerns. According to our business unit leaders, we have definitely seen improvement in our counterparty relationships.

Non-Core Businesses

Our non-core businesses include our global assets group and our broadband division. We have invested more than $8 billion in these businesses, and the return from them has been dismal.

We have an aggressive program in place to exit these businesses and expect that the sale of these businesses will generate billions of dollars in cash that we can use to repay debt and reinvest in our core businesses. We already have more than $800 million in assets contracted for sale this year. They include CEG Rio, a gas LDC in Brazil; EcoElectrica, a power plant and LNG receiving terminal in Puerto Rico; and asset sales of offshore oil and gas properties in India. The approximately $2.9 billion Portland General sale is also on target to close in late 2002 pending regulatory approvals.

Businesses Under Review

These businesses are comprised of those operations outside our power and gas wholesale businesses and include global and industrial markets. While several of these businesses have very strong future prospects, we need to determine if their capital requirements and near-term growth prospects are sufficient enough in terms of earnings and cash generation.

Reviewing our businesses this way will help determine where we need to make reductions to our work force. More information will follow as soon as it becomes available.

Credit Rating/10-Q Filing

We continue to meet regularly with credit rating agencies and believe that our liquidity enhancements and scheduled asset sales will strengthen our balance sheet and maintain our investment grade credit rating. Our current credit ratings by the three major rating agencies are as follows:

-- Moody's at Baa3       "Under Review for Further Downgrade"

-- Fitch at BBB-             "Evolving Status"

-- S&P at BBB-              "CreditWatch Negative"

We also discussed our existing financial vehicles, including Osprey, Marlin and Yosemite, in further detail. We told investors that we will file our 10-Q five days late due to our current activities. It will be filed on Nov. 19.

We will continue to have updates with investors over the coming weeks as well as our frequent updates with you. The full transcript of our conference call will be filed with the Securities and Exchange Commission in the next few days. It will also be posted on our web site at www.enron.com/corp/investors under "SEC Filings."

In connection with the proposed transactions, Dynegy and Enron will file a joint proxy statement/prospectus with the Securities and Exchange Commission. Investors and security holders are urged to carefully read the joint proxy statement/prospectus regarding the proposed transactions when it becomes available, because it will contain important information. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus (when it is available) and other documents containing information about Dynegy and Enron, without charge, at the SEC's web site at www.sec.gov. Copies of the joint proxy statement/prospectus and the SEC filings that will be incorporated by reference in the joint proxy statement/prospectus may also be obtained for free by directing a request to either: Investor Relations, Dynegy Inc., 1000 Louisiana, Suite 5800, Houston, TX 77002, Phone: (713) 507-6466, Fax: (713) 767-6652; or Investor Relations, Enron Corp., Enron Building, 1400 Smith Street, Houston, TX 77002, Phone: (713) 853-3956, Fax: (713) 646-3302.

In addition, the identity of the persons who, under SEC rules, may be considered "participants in the solicitation" of Dynegy and Enron shareholders in connection with the proposed transactions, and any description of their direct or indirect interests, by security holdings or otherwise, are available in an SEC filing under Schedule 14A made by each of Dynegy and Enron.


Frank,

Below are a list of technical questions for prospective candidates for my
group.

Thanks

Experienced:

Define each type of swap.  Draw out the interaction between buyer and seller.
What is a swaption -- Why do a swaption vs. an option
What is an EFP
What is curve shift -- what effects your curve shift value.
What are the components of the Black-Scholes model
Define:  Delta, Gamma, Vega, Theta, etc.
What is a Cross?  What does it do to your option delta?
Are you familiar with option valuation models
How does the NYMEX work -- i.e. Explain what is meant by the term
'zero-sum-gain'; Margin, etc.
Do you know the NYMEX symbols for each month
Are you familiar w/ pipe options
Are you familiar w/ typical basis values for different regions (Perm, SoCal,
Rockies, Z6, etc.)

Inexperienced:

Several math/statistical questions of varying degrees of difficulty
Various basic to advanced questions on Excel -- VBA, etc.
Are you familiar with online trading
Do you have any knowledge of gas, energy, etc.
How do you deal with the stress of long hours and high stress
Have you dealt with high level employees (Dir's., V.P.'s, etc.) in previous
jobs -- how was it, did you like it
How do deal with taking direction from others your age or younger


Just to clear up a mis-understsanding.

Netco does not have any disaster recovery facilities, equipment, software or people.  It is true to say that Netco is getting everything we have but we never had disaster recovery.  Netco is not getting additional equipment that the estate has to provide this function in the future either as it would mean the estate would lose functionality.

In terms of our budget we only have a place holder for $10mm in the budget which Jenny assumes would cover equipment and licences but not facilities or ongoing costs.  Assumption is that we would take this year to get it in place and budget for next year.  We really are guessing too as we never had this facility before.

Thanks

Louise


EA Estate Group:

It is important for us, as a group to track and manage our vacation use appropriately based on business needs.  If you would like to take vacation, please ensure that you receive approval from your supervisor in advance.  Additionally, let your designated time keeper know what days you plan to be out of the office (time keepers are listed below).  The timekeepers will be keeping a calendar of vacation days and will be updating it in the SAP system.

If you have taken any vacation in 2002, please inform your designated timekeeper so this can be updated.

TIMEKEEPER	DEPARTMENT

Angie Collins/Dina Snow	Asset Marketing, QF/Structured Deals and Mexico Groups
Cristina Zavala	San Francisco Based Employees
Daniel Quezada	Gas Group
Kathryn Sheppard	Portland Based Employees
Loretta Brooks	E&P Mariner Group
Lorie Leigh	East Development and Technical Services Groups
Tina Holcombe	Power Group (Houston Based Employees)
Kathryn Gonzales	EES Trading/Auction Group

If you have any questions regarding the vacation policy please contact Khymberly Booth at X52532, otherwise address your questions to your supervisor.

Thank you,
Don Miller


have you sent Laurel anything?!  If not, I'll pull the info together.

 -----Original Message-----
From: 	Bolt, Laurel
Sent:	Tuesday, January  8, 2002 8:12 AM
To:	Evans, Casey; White, Stacey W.; Bruce, Michelle
Subject:	FW: PSEG final settlements

We would really like to try to have all of the information related to PSEG by the end of this week.  Please let me know if this is not possible.

Thanks,
Laurel

 -----Original Message-----
From: 	Bolt, Laurel
Sent:	Thursday, January 03, 2002 8:51 AM
To:	Aucoin, Evelyn; Baxter, Bryce; Bruce, Michelle; White, Stacey W.; Gossett, Jeffrey C.
Cc:	Baughman, Edward
Subject:	FW: PSEG final settlements

We are in the process of trying to reach a final settlement with PSEG for all remaining settlements and MTM value of the future contracts.  They would like to finalize this by tomorrow or early next week.  I have told them that could be very difficult.  They would like to know when you expect the final reconciled numbers to be available.

Jeff/Stacey/Michelle,
Could you send me the MTM value for all Jan '02 and forward emissions, gas and power deals.

Thanks,
Laurel

 -----Original Message-----
From: 	Bolt, Laurel
Sent:	Thursday, January 03, 2002 6:48 AM
To:	Aucoin, Evelyn; Baxter, Bryce; Bruce, Michelle
Cc:	Baughman, Edward
Subject:	PSEG final settlements

I am helping Ed Baughman negotiate a final settlement with PSEG, and was wondering if you could send me the final Nov and Dec numbers for Fin and Phy gas, Fin and Phy Power and Emissions.  Please let me know when you expect to have the numbers available.  If you have any questions, please give me a call.

Thanks,
Laurel Bolt
713-853-4873


<<30C_01!.DOC>>

Kay:

Enclosed is the initial draft of a closing memorandum for the Salmon
transaction.  Please review and advise of any comments.  Thank you.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosure: 140424v1

                    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
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all copies of the message.

 - 30C_01!.DOC