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    ThANSACIIONS. 10.

05/09/2003 18:32 FAX                    ALSTON  BIRL LLP                           l~ 005

			Lance Schuler-Legal
			Tuesday, May01, 2001 11:09 PM
			Kenneth Lay~ Jeff Skilling
			James Derrick
			Project Aura; draft disclosures re LJM2

   At the request of Jim Derrick, attached are the latest draft disclosures for a 10-0 Quarterly Report and for the 2002 Proxy
   Statement in connection with LJMZs proposed acquisition of Enron Renewable Energy Corp. Please do nat hesitate to
   contact me If you have any questions. Lance.

   W. Lance Schuler
   Enron.North America Corp.
   1400 Smith Street, ES 3828
   Houston, Texas 77002
   Phone: 7131853-6419
   Fax: 713/640-3393
   Email: Iance.schuler-legal@eriron.com

				      I

						    I

									EN071569S9

						     DP0EX00029316

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    EXHIBIT
    20903

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05/0?/2003 18:32 FAX                   ALSTON  BIRL LLP                                 l~OO6
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									      DRAFT #2

	  Related Party Transactions (1O-Q Proposed Disclosure - Enron Wind Sale)

		   In 2001 and 2000, Enron entered into transactions with a limited partnership (the
	  1tRclated Party") whose general partner's managing member is a senior officer of Enron.
	  The limited partners of the Related Party are unrelated to Enron. Management believes
	  that the terms of the transactions with the Related Party were reasonable compared to
	  those which could have been negotiated with unrelated third parties.

		   In 2001, after seeking a sale to unaffihiated third parties, Enron sold all of the
	  outstanding capital stock in Enron Renewable Energy Corp., an indirect subsidiary, to the
	  Related Party in exchange for $____ million in cash and $_____ million in a P1K-
	  preferred security and warrants. Enron recognized nonrecurring gain of $________ on
	  the sale. The terms of such sale were reviewed and approved by Enron's Board of
	  Directors, who received a fairness opinions off   I, who acted as financial advisor to
	  Em-on in connection with the transactions.

							      EN07156970

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O5,(OP/2003 18:33 FAX                      ALSTON BIRL LLP                             l~1OO7

									   DRAFT #4
	  Proposed (2002) Proxy Disclosure
	  (Enron 'Wind Sale)

	  During 2001, certain Enron subsidiaries and affiliates (defined collectively for purposes
	  of the following paragraphs as "Enron") entered into a number of transactions with LJM2
	  Co-Investment, L.P., a private investment company that primarily engages in acquiring or
	  investing in energy and communications-related investments ("LJM2"), and its affiliates
	  involving either assets Enron had previously decided to sell or risk management activities
	  intended to limit Enron's exposure to price and value fluctuations with respect to various
	  assets. Andrew S. Fastow, Executive Vice President and Chief Financial Officer of
	  Enron, is the managing member of LJM2's general partner. The general partner of LJM2
	  is entitled to receive a percentage of the profits of LJM2 in excess of the general partner's
	  portion of the total capital contributed to LJM2, depending upon the performance of the
	  investments made by LJM2.

	  In one such transaction, I.JM2 purchased from Enron all of the outstanding capital stock
	  of Enron Renewable Energy Corp ("BREC"), an indirect subsidiary of Enron, for
	  $__________ in cash and $________ in a P1K-preferred security and warrants of EREC.
	  [Describe reimbursement of expenses, If any, and payment of work fee to LJM2 to
	  the extent EIIZC is sold to a party other than LJM2.J [Describe the amount of Mr.
	  Fautow's financial Interest In the transaction.]  The terms of the purchase were
	  negotiated on Enron's behalf by senior officers of Enron, other than Mr. Fastow, and
	  approved    by   Enron's  Board of Directors,    who  received an opinion of
			      1, its financial advisor, that the transaction was fair to Enron and its
	  stockholders from a financial standpoint.

	  Enron acquired EREC (then Zond Energy Systems) in 1996.  EREC is a global wind
	  power company that engages in the manufacturer, sale and installation of wind turbines
	  with third parties, as well as the development, financing and operations/maintenance of
	  wind projects.  Enron determined to dispose of EREC and discussed a possible sale with
	  a number of parties. including industzy competitors and financial investors. As a result of
       --ibis-process; Enron dete   ied-that-z-potential-sale-to-LJM2-vffered--the inos -favorable
	  prospects for completing a transaction on terms acceptable to Enron.

	  [Insert discussion of other transactions entered into with LTMZ during 2091,
	  induding-If practicable to determine (see abo've)-finandal quantification of the
	  amount of Mr. Fastow's interest in transactions between Enron and LJM2.J
	  Management believes that the terms of the transaction were reasonable and no less
	  favorable than the terms of the similar agreements with unrelated third parties.

										 ENO7I 66971

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