=============
Page 1 of 48
=============

J.
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  -V"vw- /-r,-

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F

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  Communication Excellence
Integrity

  Form 000-0466 (3/98)

EXH012-02837

Respect

EC38749A0030495

GOVERNMENT
EXHIBIT
  2581
  Crim. No. H-04-25 (S-2)


=============
Page 2 of 48
=============

  "

  Y r

  YI/
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  A

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I Respect Integrity Communication Excellence EC38749AO030496

  Form 000-0466 (3/98)

EXH012-02838


=============
Page 3 of 48
=============

10", q

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Respect Integrity Communication Excellence

EC38749AO030497

  Form 000-0466 (3/98)
EXH012-02839


=============
Page 4 of 48
=============

les- ~~ ejag,~~
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  ,~-ez,k

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  .EC38749A0030498 - _
In ej'& munication xcellence

  Form 000-0466 (3/98)
EXH012-0284 ( ,0


=============
Page 5 of 48
=============

~ n13

Sid -"

  --~- Y
Respect Integrity

Form 000-0466 (3/98)

  Communication Excellence EC38749AO030499

EXH012-02841


=============
Page 6 of 48
=============

C~)

  r.
  ---- - -------- -

  1 `

.EC38749A0030500 __

Respect

Form 000-0466 (3/98)

Integrity Communication ' Excellence

=XH012-02842


=============
Page 7 of 48
=============

3
i

i

CONFIDENTIAL ~

titi ti

Finance Committee Meeting
December 20, 2001

Committee Members +

Mr. Herbert S. Winokur, Jr., Chairman
Mr. Robert A. Belfer
Mr. Norman P. Blake, Jr.
Mr. Ronnie C. Chan
Mr. Paulo V. Ferraz Pereira
Mr. Frank Savage

EC38749AO030220 '

  Endless possibilities 1M

=XH012-02843


=============
Page 8 of 48
=============

EC38749AO030221

Agenda

EXH012-02844


=============
Page 9 of 48
=============

Herbert S. Winokur, Jr., Chairman
Robert A. Belfer
Norman P. Blake, Jr.
Ronnie C. Chan
Paulo V. Ferraz Pereira AGENDA
Frank Savage

  Meeting of the Finance Committee
of the Board of Directors of Enron Corp.

10:30 a.m. (CDT), December 20, 2001
50th Floor Boardroom, Enron Building
Houston, Texas

1. Consider for approval the minutes of the previous
meeting of the Finance Committee

Q 2. Chief Risk Officer Report
Quarterly Risk Update
  - Investment Portfolio
- Market Risk Update
- Trade Credit Update

.3. Finance Report

4. Other Business

5. Adjourn

EXH012-02845

4-1

5-1

  See Addendum for Deal Approval Sheets approved between Board meetings EC38749AO030222

  Page
Mr. Winokur 1-1

Mr. Buy 2-1

2-2
2-16
2-23

Messrs. McMahon 3-1
and Bowen


=============
Page 10 of 48
=============

EC38749AO030223

Agenda Iteml

EXH012-02846


=============
Page 11 of 48
=============

REVISED

AGENDA ITEM 1

  FINANCE COMMITTEE
OF THE BOARD OF DIRECTORS
ENRON CORP.
December 20, 2001

Minutes to be considered for approval:

October 8, 2001

EC38749AO030224

=XH012-02847


=============
Page 12 of 48
=============

MINUTES
MEETING OF THE FINANCE COMMITTEE
OF THE BOARD OF DIRECTORS
ENRON CORP.
  October 8, 2001

  Minutes of a meeting of the Finance Committee ("Committee") of the
Board of Directors of Enron Corp. ("Company"), held pursuant to due notice at
4:30 p.m., C.D.T., at the Enron Building in Houston, Texas.

All of the Committee members were present, as follows:

Mr. Herbert S. Winokur, Jr., Chairman
Mr. Robert A. Belfer
Mr. Norman P. Blake, Jr.
Mr. Ronnie C. Chart.
Mr. Paulo V. Ferraz Pereira
Mr. Frank Savage

  Directors John H. Duncan, Kenneth L. Lay, and Charles A. LeMaistre,
Messrs. William S. Bradford, Richard B. Buy, Richard A. Causey, Timothy A.
DeSpain, Andrew S. Fastow, Mark A. Frevert, Ben L. Glisan, David B. Gorte,
Mark E. Koenig, David R. Port, and L. Greg Whalley, and Ms. Paula H. Rieker,
all of the Company or affiliates thereof, also attended the meeting. Mr. Richard N.
Foster, of McKinsey & Company, Inc., joined the meeting in progress as noted
below.

  The Chairman, Mr. Winokur, presided at the meeting, and the Secretary,
Ms. Rieker, recorded the proceedings.

  Mr. Winokur called the meeting to order, noted that a draft of the minutes
of the meeting of the Committee held on August 13, 2001 had been distributed to
the Committee members, and called for any corrections or additions. There being
none, upon motion duly made by Mr. Blake, seconded by Mr. Chan, and carried,
the minutes of the meeting of the Committee held on August 13, 2001 were
approved as distributed.

Mr. Foster joined the meeting.

  Mr. Winokur called upon Mr. Fastow to present the Chief Financial
Officer's report, a copy of which is filed with the records of the meeting. Mr.
Fastow summarized recent activity for total return swaps and stock repurchases

EC38749AO030225

=XH012-02848


=============
Page 13 of 48
=============

and reviewed the Company's total interest rate exposure, including the mix
between fixed and floating interest rates. He then reviewed the financial liquidity
of the Company, noting that the liquidity risk ratio of the Company as of
September 26, 2001 was significantly above the minimum ratio required by the
Board and that the ratio had decreased since that date but still remained well above
Board limits. He indicated that the ratio still resulted in adequate liquidity
coverage when tested for very negative market events. Mr. Winokur emphasized
the importance of adequate liquidity and suggested continued analysis and
scenario testing. Mr. Fastow then discussed other asset monetizations, including
certain transactions with similar characteristics to debt financing, and noted the
importance of maintaining valuations for the assets at least equal to the
monetization values. He also summarized the asset divestiture plan of the
Company, which, upon completion at the end of 2002, was expected to yield $4.7
billion of debt reduction and to have a minimal impact on the earnings of the
Company.

  Mr. Winokur called upon Mr. Glisan to report on certain restructuring
initiatives. Mr. Glisan provided an update on the Dabhol power plant in India. A
discussion ensued regarding the status of the resolution of disputes related to the
plant. He also described the economics of a structure named Raptor and reported
on the recent termination of Raptor and associated financial impacts to the
Company, including a $1,000,000,000 reduction to shareholder equity and an
approximate $800,000,000 reduction to expected third quarter 2001 earnings. He
attributed the earnings reduction to a lack of credit capacity of Raptor to absorb
losses associated with the Company's investment in The New Power Company.
He then answered questions regarding the associated economics and accounting.
He also provided an update on the Whitewing structure, indicating that the
structure included $2.4 billion of assets and that bonds related to the structure
would require funding in September of 2002. He then commented on the structure
related to the Company's ownership of Azurix Corp.

  Mr. Winokur called upon Mr. Glisan to present the Treasurer's Report, a
copy of which is filed with the records of the meeting. Mr. Glisan reviewed the
Company's active letters of credit and discussed the increased levels since year-
end. He presented the Company's guarantee portfolio as of August 31, 2001 and
noted an increase in the total guarantees since year-end. He then presented the
liquidity forecast, commenting on the sources and uses of funds expected by year-
end, the Company's funding activity following the terrorist events on September
11, 2001, financings expected during the remainder of the year, and the generally
difficult environment in the capital markets. He presented the Company's key
financial ratios, noting that the Company was on target to meet the year-end goals.
He then discussed the Company's ratings by the rating agencies, commenting on
the stable outlook for the Company at each of the agencies. He further

2

EC38749AO030226

EXH012-02849


=============
Page 14 of 48
=============

commented that a negative watch was the likely worst ratings outcome- for the
Company if general economic funds deteriorated further. He provided an update
on the cash impact of the Company's working capital, investing activities, and
asset sales initiatives. He reviewed the overall cost of capital to the Company and
provided an update on current costs of new financings for Enron and other peer
energy companies. Mr. Winokur emphasized the importance of diligently
executing the form of financings demanded in the current marketplace.

Messrs. Frevert, LeMaistre, Savage, and Whalley left the meeting.

  Mr. Winokur called upon Mr. Buy to present the Chief Risk Officer's
report, a copy of which is filed with the records of the meeting. Mr. Buy reviewed
the respective roles of the Audit and Compliance Committee and the Finance
Committee in monitoring the Risk Management Policy ("Policy") of the Company
and in reviewing transactions previously approved. He reported on the
implementation of the new Policy and related reporting. He also provided an
update on the trade credit portfolio of the Company, noting that there were no
significant changes from the prior report dated June 30, 2001. He indicated that
the level of credit exposure related to the Company's largest counterparty
continued as an area of concern. He then reported on the collateral activity of the
Company, indicating that the level of collateral provided to counterparties had
reduced from prior levels due to lower commodity prices and that collateral
activity in the third quarter had resulted in net cash inflows to the Company.

Mr. Savage joined the meeting.

  Mr. Koenig indicated that the deposits had recently become the single
largest item in the Company's cash flow statement and that investors expected the
Company to achieve strong cash flow from operations, excluding the deposit
activity. Mr. Buy then commented on receivables owed to the Company by
Pacific Gas & Electric and on the expected impact to the Company's retail credit
portfolio of recent economic trends.

  Mr. Winokur called upon Mr. Buy to review the Market Risk Update for
the Company, a copy of which is filed with the records of the meeting. He
reported on the Company's potential capital expenditures relating to transactions
currently under review, indicating total potential outflows of cash of
approximately $2.5 billion and a probability adjusted level of $877 million of
outflows. He reported that these potential outflows should be significantly offset
by cash inflows, resulting in $1.5 billion of net outflows and $350 million of
outflows on a probability adjusted basis. Mr. Winokur requested a routine update
to the information, sorted by the level of risk associated with the proposed
expenditures. Mr. Buy then reviewed a risk profile report, indicating that the

3

EC38749AO030227

:XH012-02850


=============
Page 15 of 48
=============

report format followed the Policy framework and reflected the Company's risk
management approach. He reviewed summaries of profit and loss and average
Value-at-Risk ("VAR") of the Company's wholesale businesses by both market
concentration and major business units. He discussed returns on average VAR by
commodity group by both market concentration and major business units. A
discussion ensued on the returns experienced by different units, reasonable return
expectations in the current environment, and management's assessment of certain
business units. Mr. Buy also reviewed the backtesting performed on the aggregate
VAR of the Company, a quarterly comparison of the utilization of the VAR limits,
and analyses of various scenarios and related potential losses, which fell within
acceptable ranges.

  A discussion ensued regarding certain new markets entered by the
Company and the respective competitive advantages of the Company and
acceptable risk management approaches in the new markets.

  Mr. Buy then reviewed a liquidity risk ratio analysis, indicating it
represented the amount of cash available or committed to the Company relative to
the future cash requirements of the Company's trading portfolio. He also
discussed the Company's foreign exchange exposure related to Brazilian currency,
citing an increase in the cumulative translation adjustment balances of the
Company. He then reviewed implementation of procedures to perform on-going
reviews of transactions. He also recommended amendments to the Policy, noting
that no changes to the aggregate VAR limits were being requested. Following a
discussion, upon motion duly made by Mr. Blake, seconded by Mr. Ferraz Pereira,
and carried, the proposed amendments to the Policy were approved for
recommendation to the Board.

  Following a discussion, upon motion duly made by Mr. Belfer, seconded by
Mr. Duncan, and carried, the Committee approved the deferral of the discussion of
Project Southwood to the Board meeting.

  There being no further business to come before the Committee, the meeting
was adjourned at 6:20 p.m. C.D.T.

Secretary

APPROVED:

Chairman
I:\CS-Rieker\a Minutes\2001 Minutes\100801 f.doc

4

EC38749AO030228

=XH012-02851


=============
Page 16 of 48
=============

AGENDA ITEM 1

  FINANCE COMMITTEE
OF THE BOARD OF DIRECTORS
ENRON CORP.
December 20, 2001

Minutes to be considered for approval:

NONE

Minutes circulating for comments and not yet ready for approval:

October 8, 2001

EC38749AO030229

=XH012-02852


=============
Page 17 of 48
=============

EC38749AO030230

Agenda Item 2

EXH012-02853


=============
Page 18 of 48
=============

Enron Corp.

Chief Risk Officer Report

December 20. 2001

2-1

EC38749AO030231

=XH012-02854


=============
Page 19 of 48
=============

Investment Portfolio

2-2

EC38749AO030232

=XH012-02855


=============
Page 20 of 48
=============

Investment Portfolio Summary

In $MM's

6/30/01
Net Portfolio Carry Value $11,319

'ublic Equity

  $920
8%
Property
Structured Equity
Debt 0%
$593
  5%

9/30/01
Net Portfolio Carry Value $10,898

Q3 2001, Activity

blic Equity

  $767
7%
  __.Property
Structured Equity
Debt $43
$619 0%
6%

  Net Portfolio Net Portfolio
Carry Value Net Net Change in Carry Value
  6/30/01 Additions Disposals Syndications Valuation 9/30101

~2. $11,319 $202 ($328) $119 ($414) $10,898

  Investment Portfolio at 6/30/01 and 9/30/01 includes Azurix assets. Investment Portfolio excludes EES, Dark Fiber Assets, Enron Wind Corp,
Enron Transportation Services, Bridgeline, TNPC, etc.
  2-3

EC38749AO030233

=XH012-02856


=============
Page 21 of 48
=============

Summary of Investment Portfolio
  as of September 30, 2001
In $MM's
  Net Portfolio Carry Value $10,898
by Business Unit

  2% $79 /
1%
2%
Numbers in italics represent comparable amounts at June 30, 2001.

2-4

$339
3%
0%

Expectations
$392
3%

  r

  EC38749AO030234

=XH012-02857

  0% Industrial
1% Markets Global
  $503 Markets
5% $188
4% 2%
  2%

  by Industry

  by Performance Category

Below
Expectations
$4,486


=============
Page 22 of 48
=============

Portfolio Summary
  as of September 30, 2001
In $MM's
  Net Portfolio Carry Value $10,898

by Performance Category

Below
Expectations
$4,486

Expectations
$392
3%
5x

Current & Disposed Deals by owe
Year of Original Investment  Ma E3pectatlo.
10PX.
  90%

  a 7M
60%

  19209 1903 1904 I 1900 19W 1000 1969 2000 3D01

Numbers in italics represent comparable amounts at June 30, 2001

Vengas 151
EcoElectrica Equity 120

Transportadora De Gas Del Sur	448
Compagnie Papiers Stadacona	404
El Paso (East Coast Power Proceeds)	285
American Coal Company	111
Below Expectations	
Wessex Water	1,851
Mariner*	517
Sarlux	354
SK - Enron	296
CEG/CEG RIO	271
Trakya	220
Gaspart	195
Promigas	165
Azurix North America	128

Elektro	2,017
Dabhol	872
Cuiaba	549
Azurix Buenos Aires	165
Transredes	147
Smith/Enron Cogeneration	112
Bahia Las Minas	104

2-5 *Material write down is expected in Q4 2001.
  EC38749AO030235

=XH012-02858


=============
Page 23 of 48
=============

Portfolio Performance
Top 10 and Bottom 10 Investments
as of September 30, 2001

Top 10 Investments

	Net
	Carry Value
	In $MM's
Transportadora De Gas Del Sur	448
El Paso (East Coast Power Proceeds)	285
Vengas	151
EcoElectrica	139
American Coal Company	111
Batangas	52
Hanover	16
HORNBECK-LEEVAC Marine	10
Active Power	2
Las Vegas Cogen I and II	0

Bottom 10 Investments

Elektro
Wessex Water
Dabhol
Cuiaba
Mariner
Gaspart
Azurix Buenos Aires
Transredes
Bahia Las Minas
Cypress Exploration

Net
Carry Value
  In $MM's
2,017
1,851
  872
549
517
195
165
147
104
  22

	Major Events
El Paso	Problems with the monetization of the swaps
(East Coast Power have led to arbitration.
Proceeds)	
EcoElectrica	Sale expected to close in Q4 2001.
American Coal	During Q4 2001, all debt was paid in full. The
Company	coal purchase agreement remains.
Hanover	All shares were sold during Q3 and 04 2001
	through short sales.
Active Power	During 2001, the $5.OMM initial investment
	was sold for $22.5MM in proceeds.
Las Vegas Cogen	Sold during Q3 2001 for proceeds of
and II	$201.2MM with a realized gain of $41.5MM.
Mariner	Ewing Bank 966 is in production. Green
	Canyon 516 (Deepwater) is expected to be
	on-line in January. Existing management was
	replaced by Enron personnel.
Gaspart	Efforts to sell have been restarted.

2-6

EC38749AO030236

XH012-02859


=============
Page 24 of 48
=============

RAC Underwriting
& Investment Valuation

   The Enron investment valuation methodology is premised on separating the investment
decision from the financing decision

   Net Present Value ("NPV") is determined by discounting unlevered free cash flows to the
investor

 The Capital Price reflects the unique risk profile of the specified asset/project and is
validated with the use of:

 Capital Asset Pricing Model -- Rf + R * (Rm - R), with additional premia, as necessary, for
country risk and operating risk

 Comparable companies (implied value based upon similar publicly-traded companies)

 Comparable transactions (implied value based upon similar recent merger and acquisition
transactions)

 The Expected NPV ("P50") is calculated using Monte Carlo simulation with probability
distributions around major variables

 A Levered IRR is determined using appropriate pricing, tenor and debt-to-capitalization
assumptions for any potential asset-specific debt -

 The Terminal Value is typically based on remaining contract life, EBITDA multiples or
cash flows in perpetuity discounted at a Capital Price and with a Liquidity Discount
appropriate for the specified asset/project

2-7

EC38749AO030237

:XH012-02860


=============
Page 25 of 48
=============

EES - Cash Burn Rate

EES Projected Total Cash Burn Rate

$-

$(50)

N $(100)
c
  $(150)
$(200)

$(250)

$(300)

2001 2002

Based on existing staffing levels and includes cash paid in other groups (ENW, Corp, etc.)

2-8

EC38749AO030238

=XH012-02861


=============
Page 26 of 48
=============

Post Transaction Review - Stadacona

  Transaction Description

  Purchased from Daishowa Paper Manufacturing Co. LTD, 100%
equity interest in a paper mill in Quebec City, Canada, a sawmill
in Leduc, Canada, and timberlands in St. Aurelie, Maine for
approximately $389MM in March 2001.

Issues

  Changing from custom-made orders to commodity based
trading has created operational issues.
  Conclusion
During short period of ownership, Stadacona has performed
within expectations.

2-9

EC38749AO030239

=XH012-02862


=============
Page 27 of 48
=============

Post Transaction Review - Stadacona
For the nine months ended 9/30/2001
  In $MM's

  Acquisition
Actual Model Variance
EBITDA 71.5 70.3 1.2

Major Variances
Income:
  Volume/Price Decreases'
Sawmill Volume Reductions2
Expense:
  Reduced Variable Costs2,3
Other

200.3 210.1 (9.8)
7.8 13.7 (5.9)

(229.9) (245.6) 15.7
1.2

  1.2

Reduced newsprint and directory paper volume sales and sales prices.
-'Model assumed sales of chips, bark, shavings and sawdust at sawmill.
3 Due to lower volumes produced, variable expenses have declined, primarily in newsprint and sawmill operations.
2-10

EC38749AO030240

=XH012-02863


=============
Page 28 of 48
=============

Post Transaction Review - Garden State Paper

  Transaction Description
  Purchased from Media General, Inc. 100% c
located outside Newark, NJ, for $77MM. and
commitment of $15MM, in July 2000.

Issues

f a recycled newsprint mill
an additional capital

 Failure to identify the extent of deferred maintenance and inability to
produce "industry-standard" quality product.
 Significant capital expenditures are required to improve product
quality in order to stay competitive during weak demand periods.
Currently, Garden State Paper is not generating sufficient cash flow
for the required capital expenditures.
 Failure to align O&M Provider's economic interests, across
changing market conditions, with Enron.

Conclusion

Garden State Paper has not generated returns as expected, and it is
not expected to be profitable without significant capital expenditures.

2-11

EC38749AO030241

:XH012-02864


=============
Page 29 of 48
=============

Post Transaction Review - Garden State Paper
For the nine months ended 9/30/2001
  In $MM's

  Acquisition
Actual Model Variance
EBITDA (2.1) 9.6 (11.7)

  Major Variances

  Revenue' 93.3 91.5 1.8
Production Costs2 (88.0) (74.7) (13.3)
Other (0.2)

  (11.7)

  Prices and volumes of original newsprint swaps were changed in January 2001.
2Acquisition model assumed lower raw material freight cost and lower variable expenses for raw material, energy, solid disposal/utility, and
other expenses. 2-12

EC38749AO030242

=XH012-02865


=============
Page 30 of 48
=============

Post Transaction Review Candidates
as of September 30, 2001
In $MM's

  Investment Country Cost Basis

  Elektro
Wessex Water
Dabhol
  Azurix Buenos Aires
Cuiaba
  Transportadora De Gas Del Sur
Sarlux
  SK - Enron
Mariner

Brazil	2,017
UK	1,851
India	872
Argentina	555
Brazil	549
Argentina	448
Italy	350
South Korea	296
US	272

2-13

EC38749A0030243

:XH012-02866


=============
Page 31 of 48
=============

This page intentionally left blank.

2-14

EC38749AO030244

=XH012-02867


=============
Page 32 of 48
=============

This page intentionally left blank.

2-15

EC38749AO030245

:XH012-02868


=============
Page 33 of 48
=============

Market Risk Update

2-16

EC38749AO030246

=XH012-02869


=============
Page 34 of 48
=============

Market Risk Update

  Table of Contents

 Risk Profile

 Risk Profile by Business Unit

 Backtesting of Enron Corp. Aggregate VaR

 Utilization of VaR Limits

 Business Unit VaR Violations

2-17

EC38749AO030247

EXH012-02870


=============
Page 35 of 48
=============

Risk Profile
Year to Date as of November 15, 2001 and 2000

1,200 1,015 1,018
  0 703

600 1 ~: ~~ 477
  301

	
i
		E711 c	l  I	74
14-71 10340 6
7

,
I0
Americas	
Americas European	, '
1
_
-
Emerging Products Financials
Gas	Power Gas &	Businesses
	Power	

  Market Concentration(,)
Trading P&L YTD 11/15/01 P&L = $3.5 Bn
($MM)
  1,730 ff3-71- YTD 11/15/00 P&L = $2.2 Bn I
1,8001

  Business Unit Comparison
Trading P&L
  YTD Trading P&L = $3.5 Bn
($MM)
2,700

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

  YTD Average VaR = $79 MM

Average VaR	YTD 11/15/01 Avg VaR = $79 MM
($MM)	r_ YTD 11/15/00 Avg VaR = $41 MM	
	~				
(3) (3)
(5) (6)
(6)
11
20)
(	'			(
)
16) 3)
	~	(21)	
(40)	(31) (33)	
(60)		
	(63)	
(80)	Americas Americas	European Emerging Products Financials
Gas Power	Gas & Businesses
	Power

Return on VaR - Year to Date as of November 15	Enron	Return on VaR - Year to Date as of November 15	Enron
2001 183% 205% 196% 194%	63% 165%	299%	2001 289% 224% 118%	142% I	299%
2000 219% 218% 158% 75%	1
42% 189%	362%	2000 304% 155% 117%	184% 362%

1,800

900

0

Average VaR
($MM)

  0
(20)-
(40)-
(60)
(80) Americas

(1) Commodities aggregated per Concentration Limit categories

2-18

EC38749AO030248

EXH012-02871

  Americas Europe Global Industrial
Markets Markets

  Europe Global Industrial
Markets Markets


=============
Page 36 of 48
=============

Risk Profile by Business Unit
Year to date as of November 15, 2001 and 2000

  Americas Europe Global Industrial
($MM)
1,500 1504 Markets Markets
1,195 1,208 YTD 11/15/01 P&L = $3.5 Bn
Trading P&L YTD 11/15/00 P&L = $2.2 Bn
  1 003
890
  704
585

			338						
280			255							
				
133				82	56	51 88 i 54 37
			1 10	4	51 13	40 33	24 5	14 6 (33) 9 17	,23	22 15 I (3),
(25)	NA Gas	NA Power	Americas ; UK Power European	Metals	Continental	Credit	Australian/ Nordic i Coal	Global
cts
P
od	Weather Global ( Steel Pulp,
Markets Paper &
			Other Gas		Power	Trading	Japanese Power j	r
u	Other Lumber
($MM)							Power		
0		P							~F<:	
										
(14)									
		;							
(28)									
									
										YTD 11/15/01 Avg VaR = $79 MM
(42)								Average VaR		
										YTD 11/15/00 Avg VaR = $41 MM
(56)									
Return	on VaR -	Year to Date as of November 15						
2001	193%	231%	(4%) 153% 146%	85%	115%	80%	150% (108%) 243%	34%	115% 139% 180% (14%)
2000	216%	218%	173% 141% 7%	27%	160%	33%	80% 54% 98%	24%	61% 184% NA 184% -
			
Total Enron RoVaR YTD 11/15/01 = 299%		
Total Enron RoVaR YTD 1	
1/15/00 = 362%
A

2-19

EC38749A0030249

EXH012-02872


=============
Page 37 of 48
=============

Backtesting of Enron Corp. Aggregate VaR
12 Months Ended November 15, 2001

($MM) Curve Shift P/L VaR VaR Limit - Expected Tail Loss (ETL)   ' ETL Advisory Limit
600

200 12/4/00 - $485 MM
rTJ

12 Month Corp. Limit Evolution:	10/07/00	12/07/00	12228/00	02/13/01	08/14/01	10/29/01
(MM)	$100	$140	$100	$125	$150	$85

2-20

EC38749AO030250

100

0

(100) I JV" Y" W V i -..) w~/($85 MM)

(200)	Loss Notifications >VaR Limit (MM)
	($105) 11/16/00	($89) 11/07/01
	($136) 12/07/00	($91) 11/08/01
	($630) 12/12/00	($100) 11/09/01
(300)	($215) 12/13/00	($102) 11/12/01
	($194) 04/09/01	($96) 11/13/01
	($139) 06/11/01	($88) 11/14/01
	($93)	11/15/01
(400)		
		
	2/12/00 - ($551 MM)	

r 11
Conclusion:
Kupiec Test sets out acceptable range of
instances where curveshift profit and loss
exceeds VaR. At 95% confidence and for the
250 trading days shown, the acceptable range is
between 6 and 21 times. Actual occurrences are
19, indicating that the VaR model is acceptable.

 ........................  ($520 MM)

(600)
  0 2 o 0 0 0 0 0 2 0 0 0 0 2 2 0 0 2 2 2 0 0 0 2 2 0 2 0 2 0 0 0 0 0 0 0 0
\ N a N r N a r N r N r N r N r N ^ r N -- N r N r N r
  r dc~ r r a c~ c~ c~ 4 4 co co n n ao ao rn 85 r o o

EXH012-02873


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Page 38 of 48
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Utilization of VaR Limits
2001 Quarterly Comparison
Percentage
  of VaR Limit Average VaR
100%

75%

50%

25%

0%

Note 1: Q4 2001 represents October 1 through November 15, 2001.
Note 2: Utilization calculations were based on Commodity Group Limits.

2-21

EC38749AO030251

=XH012-02874

  Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 04 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 02 Q3 Q4 Q1 Q2 Q3 Q4

Americas Americas European Emerging Products Financials TOTAL ENRON
Gas Power Gas & Power Businesses TRADING


=============
Page 39 of 48
=============

6

  5
4
3
2

1

0
Total Enron
Trading

(1) Business Unit limits were first approvea ar me August WU I ouaru mmauuiy

2-22

EC38749AO030252

EXH012-02875

Enron Enron Europe Enron Global EWS Office of Enron Global Enron Enron
Americas Assets the Chair Markets Industrial Broadband
  Markets Service


=============
Page 40 of 48
=============

Trade Credit Update

2-23

EC38749AO030253

EXH012-02876


=============
Page 41 of 48
=============

Trade Credit Update

As of COB December 17, 2001

EC38749AO030254

=XH012-02877


=============
Page 42 of 48
=============

Top 25 Net Credit Exposures for 12/17/01

E-Rating	Counterparty Name (Legal Entity)	
4	TXU Europe Energy Trading Ltd.	1,520,028,000
12	Pacific Gas & Electric Company	505,000,000
2	Bonneville Power Administration	384,508,000
2	JPMorgan Chase Bank	302,957,000
4	Nevada Power Company	264,088,000
7	EOTT Energy Liquids, L.P.	203,028,000
2	Koch Petroleum Group, L.P.	181,333,000
1	United States Department of Energy	161,780,000
7	Calpine Energy Services, L.P.	157,282,000
12	Southern California Edison Company	132,598,000
4	Sierra Pacific Power Company	131,723,000
3	City of Santa Clara California, Silicon Valley Power	119,732,000
2	Pacific Bell	95,505,000
4	Petro-Canada Oil and Gas	95,142,000
3	IBM Corporation	92,455,000
2	The Peoples Gas Light & Coke Company	88,574,000
4	AEP Energy Services, Inc.	79,171,000
4	Canadian Natural Resources	78,191,000
3	Accord Energy Ltd.	76,126,000
4	United Illuminating Company	76,089,000
5	Tractebel Energy Marketing, Inc.	65,884,000
3	PowerGen UK Plc	62,320,000
4	British Energy Generation Limited	57,111,000
2	Morgan Stanley Capital Group, Inc.	55,500,000
3	Power Authority of the State of New York	50,737,000

EC38749AO030255

=XH012-02878


=============
Page 43 of 48
=============

Enron Asset Dilution

 Total trade credit asset value as of 11/30/01 = $11.6 Billion

 Enron asset value will be reduced by:

 One-way termination provisions

 Set-off provisions

 Valuation adjustment due to bid-offer spreads

 Collateral held

EC38749AO030256

EXH012-02879


=============
Page 44 of 48
=============

Cash Collateral*
  In $MM's

~ Incoming Outgoing  Net Cash

$2,000		
1,615	
1,678	
1,609	
1,620	
1,645							
	1,485						1,396						
$1,500								1,261					
									1,082	957	938	845	893
$1,000													
$500													
													
$0													
($500)	(			)	)	)							
($1,000)													
									(1 )	r	V		
($1,500)										(
9)	2		
1 6)
													
($2,000)	(1,823)	(1,687)	(1,791)	(1,823)	992
1	(1,916)	(1,822)	(1,950)					
					)
(
,				(2,134)				
($2,500)										(2,356)	(2,340)	(2,303)	(2,269)
($3,000)													
	T
O
\
N	T
O
\
T	T
O
\
O	T
O
\	T
O
\
N	T
O
\
W	T
O
\
O	T
O
\
N	T
O
\
C7	T
O
\
~O	T
O
\
O	T
O
\
00	- T
O
\
O
	T
Q1

O	N
Q1

O	M
C1

O	O
O

T	T
O

T	r
O

T	N
O

T	O_

T
T	O_

T
T	r-

T
T	N_

T
T	N

T
T	T

N
T
*1 cludes OTC and NYMEX positions										

EC38749AO030257

EXH012-02880


=============
Page 45 of 48
=============

To be provided at the meeting

2-24

EC38749AO030258

EXH012-02881


=============
Page 46 of 48
=============

EC38749AO030259

Agenda Item 3

Fuuni-RR2


=============
Page 47 of 48
=============

Finance Report

3-1

EC38749AO03026

EXH012-02883


=============
Page 48 of 48
=============

To be provided at the meeting

3-2

EC38749AO030261

EXH012-02884