=============
Page 1 of 86
=============

I CONFIDENTIAL

  0
Endless possibilities.TM

Finance Committee Meeting
Supplemental Schedules

February 12, 2001

Committee Members

EXH006-00385

(004403469

Mr. Herbert S. Winokur, Jr., Chairman
Mr. Robert A. Belfer
Mr. Norman P. Blake, Jr.
Mr. Ronnie C. Chan
Mr. Richard N. Foster
Mr. Jerome J. Meyer
Mr. Paulo V. Ferraz Pereira
Mr. Frank Savage
Mr. John A. Urquhart

GOVERNMENT
EXHIBIT
  289
  Crim. No. H-04-25 (S-2)


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Page 2 of 86
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Major Relationship Exposures
as of close of business February 8, 2001

Relationship	E-Rating	Exposure	Collateral	Net Exposure
TXU Corp	4	1,657,765,732	(140,400,000)	1,517,365,732
Bonneville Power Administration	2	790,070,314	0	790,070,314
Sithe/Independence Power Partners, L.P.	5	640,484,283	0	640,484,283
TransAlta Corporation	4	577,526,350	(6,500,000)	571,026,350
PG&E Corporation	11	576,066,266	(33,000,000)	543,066,266
Edison International	11	493,486,153	(5,000,000)	488,486,153
Reliant. Energy Inc.	4	1,001,192,910	(532,150,000)	469,042,910
Koch Industries, Inc.	2	295,170,384	0	295,170,384
American Electric Power Company Inc.	4	260,707,189	(32,000,000)	228,707,189
Duke Energy Corporation	3	1,501,501,038	(1,281,550,000)	219,951,038
Sempra Energy	3	258,085,349	(59,750,000)	198,335,349
Avista Corporation	5	183,680,775	0	183,680,775
Utilicorp United Inc.	5	181,409,205	0	181,409,205
Transcanada Pipelines Ltd.	3	159,293,273	0	159,293,273
Energen Corporation	3	152,028,622	0	152,028,622
Canadian Natural Resources	4	151,501,699	0	151,501,699
_
Calpine Corporation	II	215,042,961	(75,000,000)	140,042,961
Columbia Energy Group	4	129,927,475	0	129,927,475
BP Amoco p.l.c.	1	165,332,499	(42,500,000)	122,832,499
FPL Group Inc.	2	122,058,886	(11,000,000)	111,058,886
Kinder Morgan, Inc.	5	152,992,342	(47,500,000)	105,492,342
The W illiams Companies, Inc.	5	713,361,407	(622,000,000)	91,361,407
The Southern Company Inc.	4	342,806,766	(313,000,000)	29,806,766

I I Non-Investment Grade Credit Exposures

E0004403470

EXH006-00386


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Page 3 of 86
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Trade Credit Exposures
  above $50 m i l:lion
as of close of business :February 8, 2001

Counterparty	E-Rating	Exposure	Collateral	Net Exposure
TXU Europe Energy Trading Ltd.	4	1,430,196,621	0	1,430,196,621
Bonneville Power Administration	2	790,070,314	0	790,070,314
Sithe/Independence Power Partners., L.P.	5	640,484,283	0	640,484,283
TransAlta Utilities Corporation	3	571,015,371	0	571,015,371
Southern California Edison Company	11	449,892,431	0	449,892,431
Pacific Gas & Electric Company	11	385,565,861	0	385,565,861
Reliant Energy Resources Corp.	4	314,058,574	---~i	314,058,574
Duke Energy Trading and Marketing, L.L.C.	3	1,467,678,039	(1,269,050,000) ;~	198,628,039
Koch Petroleum Group, L.P.	2	167,920,602	'-G'	167,920,602
Avista Energy, Inc.	5	156,654,138	0	156,654,138
Canadian Natural Resources	4	150,487,828	0	150,487,828
American Electric Power Service Corporation	4	132,061,358	0	132,061,358
Calpine Energy Services, L.P.	r -~	196,132,648	(75,000,000)	121,132,648
Koch Energy Trading, Inc.	2	108,987,477	0	108,987,477
Florida Power & Light Company	2	107,140,065	0	107,140,065
The Chase Manhattan Bank	2	1,394,755,986	(1,289,450,000)	105,305,986
Columbia Natural Resources, Inc.		103,926,598	0	103,926,598
PG&E Gas Transmission, Northwest Corporation	4	99,674,070	0	99,674,070
Sempra Energy Trading Corp.	3	157,675,312	(59,750,000)	97,925,312
Energen Resources Corporation	3	93,901,495	0	93,901,495
PPL Montana, LLC	5	89,135,323	0	89,135,323
Williams Energy Marketing & Trading Company	5	706,790,005	(622,000,000)	84,790,005
AEP Energy Services, Inc.	4	116,697,622	(32,000,000)	84,697,622
BP Canada Energy Company	3	83,518,875	0	83,518,875
Neumin Production Co.	5	112,817,379	(32,000,000)	80,817,379
Belco Oil & Gas Corp.	8	74,182,194	0	74,182,194
Louis Dreyfus Natural Gas Corp.	4	78,117,258	(4,000,000)	74,117,258
CMS Marketing, Services and Trading Company	7	95,913,457	(22,000,000)	73,913,457
Cross Timbers Oil Company	8	82,636,179	(10,000,000)	72,636,179
TransCanada Pipelines Limited	3	71,551,152	0	71,551,152
Power Authority of the State of New York	2	68,652,234	0	68,652,234
Idaho Power Company	3	67,970,107	0	67,970,107
Reliant Energy Services Canada Ltd.	4	66,321,390	0	66,321,390
TransCanada Energy Ltd.	3	66,255,013	0	66,255,013
Marathon Canada Limited	5	59,678,582	0	59,678,582
Aquila Energy Marketing Corporation	7	59,330,294	0	59,330,294
Barrett Resources Corporation	6	58,617,416	0	58,617,416
Tractebel Energy Marketing, Inc.	5	58,519,301	0	58,519,301
Merchant Energy Group of the Americas, Inc.	4	58,369,836	0	58,369,836
Alabama Gas Corporation	3	58,127,127	0	58,127,127
Aquila Canada Corp.	r -~	56,286,669	0	56,286,669
Reliant Energy Services, Inc.	4	587,289,986	(532,150,000)	55,139,986
Mieco Inc.		80,716,159	(28,000,000)	52,716,159
Morgan Stanley Capital Group Inc.	2	126,993,832	(74,500,000)	52,493,832
Yorkshire Electricity Group plc	4	52,423,837	0	52,423,837
Southern California Gas Company	2	52,200,476	0	52,200,476
City of Tacoma	5	51,568,245	0	51,568,245
Virginia Natural Gas Inc.	6	50,954,577	0	50,954,577
Non-Investment Grade Credit Exposures				

2

E0004403471

--XH006-00387


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Page 4 of 86
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Cash Collateral
as of close of business February 8, 2001

Counterparty	Amount
The Chase Manhattan Bank	$ 1,289,450,000
Duke Energy Trading and Marketing, L.L.C. - EPMI	1,239,800,000
Williams Energy Marketing & Trading Company - EPMI	622,000,000
J. Aron & Company	210,000,000
Reliant Energy Services, Inc.	171,483,600
Merrill Lynch Capital Services, Inc.	120,600,000
Bank of America, National Association	119,350,000
Mirant Americas Energy Marketing, L.P.	112,000,000
Credit Suisse First Boston International	69,000,000
Cargill, Incorporated	62,100,000
Bankers Trust Company	61,750,000
Kinder Morgan, Inc.	47,500,000
BP Amoco Corporation	42,500,000
PG&E Energy Trading-Gas Corporation	33,000,000
AEP Energy Services, Inc.	32,000,000
Vitol S.A.	30,070,000
Sempra Energy Trading Corp.	26,750,000
CMS Marketing, Services and Trading Company	22,000,000
PSEG Energy Resources & Trade LLC	12,300,000
Cargill-Alliant, LLC	12,000,000
Seneca Resources Corporation	10,500,000
Cook Inlet Energy Supply L.L.C.	7,700,000
Phoenix Dominion Energy, LLC	7,000,000
The Tudor BVI Global Portfolio Ltd.	6,730,000
Virginia Power Energy Marketing, Inc.	5,800,000
Torch Energy Marketing Inc.	5,250,000

Other Cash Received

AOT Trading AG
Idacorp Energy Solutions, L.P.
California Power Exchange Corporation
Hess Energy Trading Company LLC
Morgan Guaranty Trust Company Of New York
Phibro Inc.
ConAgra Energy Services, Inc.
Societe Generale
PCS Nitrogen Fertilizer, L.P.
General Re Financial Products Corporation
Louis Dreyfus Corporation
Utilicorp United Inc.
Citibank, N.A.
El Paso Merchant Energy, L.P.
Williams Energy Marketing & Trading Company - ENA
Duke Energy Trading and Marketing, L.L.C. - ENA
NYMEX
Mahonia Ltd
Total

23,232,635

  (1,000,000)
(1,250,000)
(3,302,390)
(9,300,000)
  (10,125, 000)
(12,250,000)
(12,800,000)
(15,000,000)
(17,100,000)
(21,250,000)
(30,000,000)
(47,500,000)
(66,600,000)
  (159,000,000)
(184,000,000)
(213,500,000)
(284,195,547)
  (1,053,600,000)
$ 2,260,093,298

Total Incoming $ 4,401,866,235
Total Outgoing (2,141,772,937)
  $ 2,260,093,298

E0004403472

3

-XH006-00388


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Page 5 of 86
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Other Collateral

  as of close of business February 8, 2001

Incoming Letters of Credit Outgoing Letters of Credit

Counterparty	Amount
Reliant Energy Services, Inc.	$ 360,666,400
Duke Energy Trading and Marketing, L.L.C. - EPMI	242,750,000
Mirant Americas Energy Marketing, L.P.	201,000,000
TXU Energy Trading Company	140,400,000
Calpine Energy Services, L.P.	75,000,000
Morgan Stanley Capital Group Inc.	74,500,000
Woodward Marketing, L.L.C.	37,300,000
Sempra Energy Trading Corp.	33,000,000
Neumin Production Co.	32,000,000
Warren, George E Corporation	30,860,613
Mieco Inc.	28,000,000
Enserco Energy, Inc.	18,700,000
Enterprise Products Operating L. P.	17,250,000
PanCanadian Energy Services Inc.	16,000,000
Midland Cogeneration Venture Limited Partnership	15,000,000
Duke Energy Marketing Limited Partnership - ECC	12,500,000
FPL Energy Power Marketing, Inc.	11,000,000
Birchill Resources Limited	10,400,000
Glencore AG	10,091,375
Cross Timbers Oil Company	10,000,000
Hafslund Energy Trading, LLC	10,000,000
Natural Gas Exchange Inc.	10,000,000
ProLiance Energy, LLC	10,000,000
Niagara Mohawk Energy Marketing, Inc.	9,600,000
Societe Generale Energie (USA) Corp.	8,809,053
DevX Energy, Inc.	8,500,000
Contour Energy Co.	8,000,000
Panaco, Inc.	7,500,000
PetroPeru S.A.	7,476,500
Auburndale Power Partners LP	7,000,000
TransAlta Energy Marketing Corp.	6,500,000
Linder Energy Company	6,000,000
Metromedia Energy, Inc.	6,000,000
Castle Power LLC	5,750,000
Deseret Generation & Transmission Coop.	5,750,000
Edison Mission Marketing & Trading Inc.	5,000,000
HS Energy Services, Inc.	5,000,000
Interstate Gas Supply, Inc.	5,000,000
Select Energy, Inc.	5,000,000
United Oil & Minerals, Inc.	5,000,000
Other	118,322,150
Total	$ 1,636,626,091

Counterparty	Amount
LG&E Energy Marketing Inc.	$ (181,500,000)
Duke Energy Marketing Limited Partnership - ECC	(112,250,000)
TransCanada Energy Financial Products Limited	(109,000,000)
Pacific Gas & Electric Company	(95,500,000)
California Power Exchange Corporation	(92,290,000)
ISO New England Inc.	(40,000,000)
Louis Dreyfus Corporation	(30,000,000)
Southern California Edison Company	(22,700.000)
Powerex Corp.	(20,000,000)
Empresa Estatal de Petroleos del Ecuador	(14,795,400)
El Nasr Steel Pipes & Fittings Co.	(1,370,000)
Cammesa	(132,400)
Power Pool of Alberta	(100.000)
Total	S (719,637,800)

Outgoing Surety Bond

  Counterparty Amount
Mahonia Ltd. $ (1,266,022.000)
Total S (1,266,022,000)

Incoming Securities

  Counterparty Amount
Bank of Montreal $ 103,250,000
Total $ 103,250,000

E0004403473

=XH006-00389


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Page 6 of 86
=============

California Credit Risk Mitigation
(in $MM's)

Utility
PG&E - Return of customers to utility service $ 665
  4t ARM

Non-Regulated

Collateral	$ 33
Contract assignment and assumption	
Avista	132
Duke	99
Merchant Energy Group of America	57
Master netting and set-off agreement	30
	4t 4rli

Total $ 1,016

Utility - Pending
  SCE - Return of customers to utility service 315

Grand Total $ 1,331

5

E0004403474

=XH006-00390


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Page 7 of 86
=============

Merchant Portfolio
as of December 31, 2000

Syndications
$5.92 Bn
$2.77 Bn

Credit
Interests
60.02 Bn
$0.03 Bn

Numbers in italics represent comparable amounts at September 30, 2000. 4 - 4

EXH006-00391

  Condor Raptor Hedges
$1.31 Bn $0.66 Bn
  $0.65 Bn $0.64 Bn
, :- -  !-FASB 125
  - - - - $0.72Bn
$0.43 Bn
,
,
Net
  On-Balance
Sheet
Portfolio
$19.53 Bn
$13.24 Bn '
  ,
,
,
E0004403475 } ;

  ,t .
I f i

. Equity
JV Interests
  $0.32 Bn
$0.3313n

Gross Portfolio
$27.48 Bn
$17.09 Bn

Total Net Portfolio
$21.56 Bn
$14.32 Bn


=============
Page 8 of 86
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Merchant Portfolio After Syndication
as of December 31, 2000

Numbers in italics represent comparable amounts at September 30, 2000. 4 - 5

Merchant Stru
Credit Expo
  $0.56 Br
$0.62 Bn

  Equ
Instrur

Enron Stock
$0.82 B
  $0.82 8n

E0004403476

it
nents

Fsical Assets
$0.99 Bn
$1.01 Bn
  Hedge Fund
$0.00 Bn
Equity $0.01 Bn
0.51 Bn
$0.60 Bn

EXH006-00392

Total Net Portfolio
$21.56 Bn
$14.32 Bn

Total Net Portfolio
$21.56 Bn
  $14.32 Bn


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Page 9 of 86
=============

Increase in Gross Credit Exposure

  Significant price movements in NYMEX gas prices and
Western basis

  Significant price movements in power prices

  Increased EES exposures due to negative CTC buildup
in California

  Increase in magnitude of portfolio due to volume growth
augmented the impact of price movements to Price Risk
Management assets and liabilities

4 _ 6 E0004403477

EXH006-00393


=============
Page 10 of 86
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L

  Debt Instruments
as of December 31, 2000
Net Credit Exposure: $17.55 Bn
$10.16 Bn

Portfolio Performance

E-Ratings*

  Non- 70% Decrease : Performing n
*Owens Corning 0%
moved to 2%
"Performing"
Carry Value of other
Non-Performing Assets Shift from Investment Grade:
written down.
  Downgrade of California utility 8% 19%
companies. 2% 11

  "E-Ratings" represent Enron's Internal Credit Rating System. 1 = AAA.
  4- 7
Numbers in italics represent comparable amounts at September 30, 2000.

EOO04403478

 1-5 Investment Grade
6-8 B B+/B B/B B-
 9-10 B+/B/B-
* 11-12 All C & D Ratings

15%
17%

EXH006-00394


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Page 11 of 86
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Top 25 Net Credit Exposures

June 30, 2000 September 30, 2000 December 31, 2000

Type of Credit E-Rating Counterparty Name In $MM's In $MM's In $MM's

Trade	4 TXU Europe Energy Trading Ltd.	1,452	1,389	1,238
Trade	3 Trans Alta Utilities Corporation	N/A	293	836
Trade	11 Pacific Gas & Electric Company	54	61	808
Trade	5 Sithe/Independence Power Partners, L.P.	519	597	632
Trade	2 Bonneville Power Administration	162	242	606
Trade	2 Barclays Physical Trading Ltd	N/A	N/A	526
Trade	4 Reliant Energy Resources Corp.	166	179	385
Trade	: 11 ,: Southern California Edison Company	N/A	WA	320
Trade	3 Duke Energy Trading and Marketing, L.L.C.	N/A	N/A	257
Trade	4 Reliant Energy Services, Inc.	56	N/A	220
Trade	~PG&E Energy Trading - Power, L.P.	N/A	115	212
Trade	5 Avista Energy Inc.	N/A	N/A	181
Trade	4 Canadian Natural Resources	124	131	160
Merchant		East Coast Power	158	158	159
Trade'	. 7	Aquila Canada Corp	N/A	N/A	150
Trade	4 American Electric Power Service Corporation	62	WA	137
Trade	2 Florida Power & Light Company	149	145	134 .
Trade	6	Columbia Natural Resources, Inc.	N/A	77	132
Merchant	9	Mariner Combined Debt	114	112	123
Trade	3 AEP Energy Services, Inc.	N/A	105	123
Trade	2 Koch Energy Trading, Inc.	89	108	iii
Trade	Aquila Energy Marketing Corporation	N/A	WA	106
Trade	3 Duke Energy Marketing Limited Partnership	N/A	64	106
Trade	3 Energen Resources Corporation	N/A	72	100
Trade	3 Idaho Power Company	N/A	WA	94
Trade	2 The Chase Manhattan Bank	159	198	WA .
Merchant		American Coal Tranche I	133	102	N/A
Trade	11	Owens Corning	WA	97	N/A
Trade	4 Petro-Canada Oil and Gas	74	95	N/A
Trade	5 Williams Energy Marketing & Trading Company	114	90	N/A
Trade	4 Southern Company Energy Marketing, L.P.	58	73	N/A
Trade	5 Neumin Production Co.	N/A	63	N/A
Trade	4 Merchant Energy Group of the Americas, Inc.	N/A	53	N/A
Trade	Belco Oil & Gas Corp.	WA	52	N/A
Trade	2 The Power Authority of the State of New York	52	WA	N/A
Trade	2 Merrill Lynch Capital Services, Inc.	57	WA	N/A
Trade	5 Tractebel Energy Marketing, Inc.	85	N/A	N/A
Trade	1 Koch Petroleum Group, L.P.	66	WA	N/A
Trade	4 Yorkshire Electricity Group plc	62	N/A	N/A
Trade	4 United Illuminating Company	62	N/A	WA
	Top 25 Total	4,027	4,671	7,856
	Other Net Credit Exposures	4,956	5,486	9,693
	Total Net Credit Exposure	8,983	10,157	17,549

  Counterparties new to "Top 25" list
Non-Investment Grade Credit Exposures

4 _ 8 E0004403479

EXH006-00395


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Page 12 of 86
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Major Trade Credit Relationship Exposures

as of December 31, 2000

  Monetizations
Exposure and Collateral Net Exposure
E-Rating Relationship in $MM's in $MM's in $MM's
  4 TXU Corp. 1,462 159 1,3

11	PG&E Corp.	1,136	0	1,136
4	TransAlta Corporation	857	19	838
4	Reliant Energy Inc.	1,121	474	647
5	Sithe/Independence Power Partners, L.P.	633	0	633
2	Bonneville Power Administration	606	0	606
2	Barclays plc	553	0	553
11	Edison International	407	7	400
3	Duke Energy Corporation	1,063	680	383
5	Utilicorp United Inc.	315	8	307
4	American Electric Power Company Inc.	301	32	269
5	Avista Corporation	217	0	217
4	Columbia Energy Group	157	0	157
1	Koch Industries, Inc.	151	0	151
3	Sempra Energy	586	466	120
~	Calpine Corporation	192	75	117
3	Transcanada Pipelines Ltd.	96	0	96
4	The Southern Company Inc.	313	272	41
5	The Williams Companies, Inc.	559	540	19
	Major Relationships Total	10,725	2,732	7,993
	Other Trade Credit Exposures	11,848	2,847	9,001
	Total Trade Credit Exposure	22,573	5,579	16,994

ONon-investment Grade Credit Exposures

EOO04403480

4- 9

EXH006-00396


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Page 13 of 86
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Top 10 Country Net Credit Exposures

	September 30, 2000	% of	December 31, 2000	% of
E-Rating Country	In $MM's	Total	In $MM's	Total
1 United States	6,442	63%	12,110	69%
1 Canada	1,020	10%	2,270	13%
1 United Kingdom	1,873	18%	2,249	13%
1 Germany	120	1%	115	1%
1 Sweden	N/A		100	1%
1 Switzerland	80	1 %	89	1 %
1 Norway	N/A		76	
1 Australia	26		38	
		P iaies	4		37	
	6	Slovakia	N/A		36	
1 Singapore	45		N/A	
F_9 Argentina	28		N/A	
1 Netherlands	26		N/A	
Top 10 Total	9,706		17,120	
Other Countries Net Credit Exposure	451		429	
Total Net Credit Exposure	10,157		17,549	

All Otl
$920
  5%
9%

I I Non-Investment Grade Credit Exposures E0004403481
Numbers in italics represent comparable amounts at September 30, 2000. 4 - 10

EXH006-00397


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Page 14 of 86
=============

Debt Instrument Performance
Non-Performing Exposure Detail

							Life to Date	Q4'00 ;
					Net	Net	Change in	Change in
Type of					Cost	Carry Value	Value	Value ,
Credit	Country	E-Rating	Transaction	Industry Sector	($MM's)	($MM's)	($MM's)	($MM's)
Merchant	United States	12	Kafus/CanFibre	Paper/ Pulp	23.39	0.00	(23.39)	0.00
Merchant	United States	12	Ecogas	Oil & Gas: A&D	19.79	0.00	(19.79)	(13.23)
Merchant	Thailand	12	NSM	Steel	19.28	0.00	(19.28)	0.00
Merchant	United States	12	Hughes Rawls	Oil & Gas: E&P	7.56	1.18	(6.38)	0.00
Merchant	United States	12	Industrial Holdings	Oil Field Services	7.50	7.12	(0.38)	0.00
Trade	United States	12	Arcadia	Energy Marketing	5.94	5.94	0.00-	0.00
Trade	United States	12	Badak Gas Marketing Inc	Oil & Gas: E&P	8.44	8.44	0.00	0.00
Trade	United States	12	Perry Gas	Energy Marketing	8.97	8.97	0.00	0.00
			All Others		7.49	6.82	0.67	0.44
			Total Non-Performing Credit Exposure		108.36	38.47 -	69.89	13.67
			Total Net Credit Exposure			$ 17,548.65		
								
			Non-Performing Percentage			0.22%		
Non-Performing Assets held b ENA CLO (Merlin)					
Merchant	United States	12	Heartland Steel *	Steel	15.00	15.00	0.00	0.00
Merchant	United States	12	Kafus/CanFibre *	Paper/ Pulp	60.00	60.00	0.00	0.00
Merchant	United States	12	LSI Electric Specialty'	Oil Field Services	0.18	0.18	0.00	0.00
Merchant	United States	12	TransCoastal Marine Services'	Oil Field Services	20.00	20.00	0.00	0.00
			Total ENA CLO (Merlin)		95.18	95.18	0.00	0.00

  Counterparties new to "Debt Instrument Performance" list from September 30, 2000
  Represents Non-Performing Assets which were sold to Merlin CLO and therefore not included on Enron's balance sheet or marked to market.
Balances shown represent the asset basis in the CLO which is exposure to Enron through a $113MM credit derivative.

4 - 11 E0004403482

EXH006-00398


=============
Page 15 of 86
=============

Equity Instruments
as of December 31, 2000
Net Equity Exposure $4.01 Bn
  $4.16 Bn

  Pipeline Industry
Coal $201 MM
$46 MM 5%
1% -

-I-Oil

  & Gas
$1,148 MN
  29%

Utility Services - '
$48 MM
  1 /o Steel
MMMM
Telecom $41 %
$122 MM
  3% Paper &
Pulp
$34 MM
  1%

Other
$93 MM
  2%

Power
$1,458 MM
  36%

Q4'00 FV Increase / Decrease
+ $99MM	Mariner - Oil & Gas
+ $62MM	Hanover - Oil & Gas
- $93MM	Catalytica - Utility Services
- $69MM	Avici - Telecom

Geographic Region

N Enron
Stock & Swap
$820 MM
21%

kY

South America
0% '

Asia/Africa	

$1
4 MM	Caribbean/
Car
3	Middle East
	$566 MM
	14%

  4- 12
Numbers in italics represent comparable amounts at September 30, 2000.

E0004403483

Europe
$1,008 MM
  25%

India
0%

EXH006-00399


=============
Page 16 of 86
=============

Equity Instruments Performance

as of December 31, 2000

Net Equity Exposure $4.01 Bn
$4.16 Bn

Troubled
$114 MM
  3%
4%

EC0044O3484

Numbers in italics represent comparable amounts at September 30, 2000. 4 - 13

EXH006-00400


=============
Page 17 of 86
=============

Equity Instrument Performance
Troubled Asset Detail

							Life to Date	Q4'00
					Net	Net	Change in	Change in
					Cost	Carry Value	Value	Value
Business Unit	Country	Transaction	Asset Book -	Industry Sector	($MM's)	($MM's)	($MM's)	($MM's)
Enron Americas	United States	Kafus/CanFibre	Public Equity	Paper/Pulp	45.64	0.00	(45.64)	0.00
Enron Americas	United States	Ecogas	Private Equity	Oil & Gas: A&D	20.75	0.00	(20.75)	0.00
Enron Americas	United States	Hughes Rawls	Private Equity	Oil & Gas: E&P	12.03	0.00	(12.03)	0.00
Enron Americas	Thailand	NSM	Public Equity	Steel	12.03	0.00	(12.03)	0.00
Enron Americas	United States	Crown Energy	Private Equity	Other	5.47	0.00	(5.47)	0.00
Enron Americas	United States	Inland Resources, Inc.	Public Equity	Oil & Gas: A&D	6.92	5.24	(1.68)	(0.52)
Enron Global Assets	Venezuela	Citadel Venezolana	Physical Assets	Other	10.72	10.72	0.00	0.00
Enron Global Markets	Puerto Rico	San Juan Gas	Physical Assets	Pipeline	13.51	13.51	0.00	0.00
Enron Americas	United States	EnSerCo Offshore	Private Equity	Oil Field Services	5.19	5.19	0.00	0.00
Enron Americas	United States	Merlin CLO Equity Option	Private Equity	Other	23.50	23.50	0.00	0.00
Enron Americas	United States	Heartland Steel	Private Equity	Steel	25.44	41.75	16.31	0.00
		All Others			29.59	14.31	15.28	0.84
			Total Troubled Equity	210.79	114.22	(96.57)	0.32

Total Net Equity Exposure $ 4,011.91
ITroubled Percentage 3%

4- 14

E0004403485

EXH006-00401


=============
Page 18 of 86
=============

Bottom 10 Investments

	Life to Date	
	Net Net Change In	
	Cost Carry Value Value	
	($MM's) ($MM's) ($MM's)	Remarks
		The British Columbia Supreme Court granted a creditor's petition filed on 8/14/00
		and appointed PricewaterhouseCoopers Inc. as interim receiver. The Company
Kafus/CanFibre		continues as a debtor in possession. The ENA CLO (Merlin) Trust also holds $60
(Equity & Debt - EA)	69.03 0.00 (69.03)	MM in debt.
		The liquidation of Ecogas was recently completed with all remaining assets and
Ecogas		facilities having been sold. Unsecured creditors have been settled with and all
(Private Equity & Debt - EA)	40.54 0.00 (40.54)	remaining issues have been adequately reserved.
		The remaining properties in the LLC have been sold. Enron will continue to pursue
Hughes Rawls		resolution of certain recent audit findings against the operator of the properties, with
(Private Equity & Sr Loan - EA)	19.59 1.18 (18.41)	some additional minor financial renumeration likely.
		Only 2 of the wells drilled have proved to be economically viable and the PV 10
		reserve value on them is marginal. The original LLC structure is being dissolved,
Bonne Terre		certain assets in the project area are being sold and EA has brought in new partners
(LLC - EA)	23.13 11.50 (11.63)	on a promoted basis to continue development.
		The refinancing that had been contemplated to close in mid Jan-2001, and which
		would have taken Enron's debt investment out, has been delayed pending the sale
		of a Company business unit. The note has been in default and has been accruing
Industrial Holdings		interest at the 18% default rate. Recourse against Industrial Holdings has been
(Term Loan - EA)	7.50 7.12 (0.38)	limited based on the unsecured status of the note.
		A $35 MM offer recently closed that took out the ENA CLO senior secured credit
		facility at par. The ENA CLO senior subordinated credit facility was retired at around
		38 cents on the dollar. The ENA CLO Credit Derivative will be called upon to
Basic Energy (Sierra Well Service)		underwrite the loss in full. A cash flow participation certificate will continue to attach,
(Private Equity & Debt - EA)	1.25 1.25 0.00	capped at $1 MM per year and $5 MM in total.
		In 04 2000, EA sold its investment in the Thorn well property in Louisiana for
		approximately $28 MM (all cash) to a publicly traded E&P company. The exit
		strategy, post the Thorn well disposition, is to identify prospects under lease and then
Cypress Exploration		spend minimal exploration dollars that will create value, define potential and
(Working Interest Operator - EA)	23.96 25.48 1.52	maximize sale proceeds.
		Drilling results for the partnership remain disappointing, with a total of 15 wells
		drilled to date with 7 currently producing. Gross contributions to date total $29.7 MM
Juniper Exploration		with distributions of $0.1 MM. Cash flow from two properties are currently covering
(Limited Partnership - EA)	18.49 21.61 3.12	general & administrative costs.
		Enron is reducing involvement with the Company including resigning its Board of
		Directors seat. A forebearance agreement regarding principal payments due to the
Heartland Steel		Senior Bank Group expired on 1/19/01. Heartland filed for bankruptcy shortly
(Private Equity & Debt - EA)	27.75 42.91 15.16	thereafter. The ENA CLO (Merlin) Trust also holds $15 MM in debt.
		San Juan Gas is a local gas distribution company serving Puerto Rico's capital
		through an underground gas distribution system. The Company is involved in
		numerous lawsuits related to an explosion that occurred in 1996. In late 1998 the
San Juan Gas		Company completed an extensive modernization program, including a system
(Physical Assets & Debt - EGM)	31.17 31.17 0.00 *	downsizing from 220 miles of pipeline to 23 miles.

Total 262.41 142.22 (120.19)

  Counterparties new to "Bottom 10 Investments" list from September 30, 2000.
Note that this asset historically is not subject to fair value. ECp04403486

4- 15

EXH006-00402


=============
Page 19 of 86
=============

Top 10 Investments

	Life to Date	
	Net Net Change in	
	Cost Carry Value Value	
	($MM's) ($MM's) ($MM's)	Remarks
		
		Efforts continue to find the most efficient way to monetize the investment. The 2001
		business plan calls for all cap-ex projects to be funded through internal cash flow
Mariner Energy		and bank debt, avoiding additional Enron funding. Through Nov-2000, Mariner's
(Private Equity f Convertible & Revolving		actual EBITDA was 114.2% of plan, with $80.232 MM recorded vs. a budget of
Debt - EA)	242.07 496.43 254.36	$70.274 MM.
		For the year ended 12/31/00, the Company's common stock return was + 136%.
Hanover Compressor		Since going public in July- 1997, Hanover common stock has returned a cumulative
(Common Stock - EA)	31.72 236.61 204.89	268% vs. a cumulative S&P 500 return of 44.9% over the same period.
		EA has finalized and signed a transaction agreement with El Paso that will sell our
East Coast Power LLC		JEDI 11 equity ownership in East Coast Power. Also included in the transaction are
(Private Equity / Sub Loan - EA)	179.20 274.06 94.86	East Coast Power subordinated notes previously held by Enron North America.
		Venoco has recently successfully refinanced their credit facility with an increase in
		the borrowing base. The PV10 reserve value of this oil weighted producer has
Venoco, Inc.		increased significantly as crude prices have risen. They have also retained an
(Private Equity - EA)	45.81 81.21 35.40	investment banking firm regarding a possible M&A opportunity.
		The Company was recently successful in raising $35 MM in private equity through a
HORNBECK-LEEVAC Marine Services		group of investors led by SCF Partners. An S-1 has been drafted in anticipation of
(Warrants - EA)	0.00 23.51 23.51	an IPO during Q12001.
		The Company developed and commercialized a flywheel-based uninterruptible
		power system, with brand recognition and channel distribution facilitated by a five-
		year exclusive distribution agreement with Caterpillar. IPO'd on 8/7/00, selling 8MM
Active Power		shares at $17/share and then traded down through its IPO price, dropping to $12
(Public Equity & Warrants - EA)	5.00 26.30 21.30	3/4, before rebounding into the current high $20 range.
		Through its terabit routers, the Company provides intelligent, high-speed data
		networking equipment to telecommunications companies and internet service
		providers for next-generation optical networks. IPO'd on 7/27/00, selling 7MM
Avici Systems, Inc.		shares at $311 share and then traded down through its IPO price during Q4 2000,
(Public Equity - EBS)	15.00 35.40 20.40	dropping to $16 3/4, before rebounding into the current high $20 range.
		Engineering on the Thermo Mechanical Project (which will increase mill efficiency) is
Papier Masson Ltee		complete and commissioning tests were successful. Production and EBITDA
(Private Equity - EIM)	12.77 24.74 11.97	exceeded plan for the year 2000.
		The project consists of a 359 mile (578 km), 18-inch natural gas pipeline from the
Centragas		northern coast of Columbia to the central region. Two new compressor systems
(Private Equity - EGA)	35.27 35.27 0.00 *	have been installed to upgrade transport capacity by 56%.
		Ventane, headquartered in Venezuela, is a transporter and distributor of LPG. The
Industrias Ventane		Company holds approximately 47% of the market in total sales and serves over 2.5
(Private Equity - EGA)	163.48 163.48 0.00 `	MM of Venezuela's industrial, commercial and residential customers.

Total 730.32 1,397.01 666.69

  Counterparties new to "Top 10 Investments" list from September 30, 2000.
' Note that these assets historically are not subject to fair value.

4 _ 16 ECO04403487

EXH006-00403


=============
Page 20 of 86
=============

L.

Merchant Equity Investments - Fair Market Value
as of December 31, 2000
  ($MM's)

6/00 9/00 12/00 6/00 9/00 12/00 6/00 9/00 12/00

Enron Stock & Swap** Public Equity Private Equity
Includes write-ups and write-downs.
  " Includes a swap entered into at a price of $71. The swap expires June 14, 2001.

4- 17

6/00 9/00 12/00

Physical Assets

E0004403488

EXH006-00404


=============
Page 21 of 86
=============

EES Status Report

  E0004403489 ~~
4- 18
  Finance Committee Meeting }

EXH006-00405


=============
Page 22 of 86
=============

Energy Asset Projects -Net Present vague

160

140

12

u it
C

tfT
C. E
Z

e

  as of December 31, 2000
- - - Step 1 - Enron Approval Plan / Actual
- - - Step 2 - Customer Approval Plan / Actual
- - - Step 3 - Installed Plan / Actual
  i
f~.

0 --~-=

 Excellent progress continued in developing projects and obtaining customer approvals
 Project installation now ahead of plan
 Next step is to verify actual project performance:
  Valuation personnel now in place, methodology / process developed
Pre-project baseline measurements starting
  Post-project performance measurement will follow
  4 - 19 E0004403490

EXH006-00406

  OPG
5~< 0~ Q  sac Few ~~~ ?Qc ~~a SO ~J` PJ~' ~Q o 01


=============
Page 23 of 86
=============

Energy Asset Management Verification
 Sample:

  A total of thirty-four completed projects have been evaluated for actual
performance relative to engineering estimate.

 Projected versus Actual:

  Projected
NPV $9.67 MM

Standard Deviation

 Conclusion:

Net present value close to projected.

 Issues:

Actual
$9.52 M M

44%

Variance
-1.55%

1) Wide distribution of energy efficiency outcomes.
2) Need for pre-measurement. The NPV results above evaluate project
performance post-completion, but without pre-measurement, actual energy
savings are not validated.

 Next Steps:

1) Pre-measurement process begun.

2) Additional project performance data.
  4-20

E0004403491

  ~tI

EXH006-00407


=============
Page 24 of 86
=============

L

34 Projects -Project Evaluation

% NPV difference from forecast

200%

150%

v 100%
0
0
L
CL 50%
A
.0
v 0%
c
ea
L
  -50%
CL
Z -100%

-150%

-200%

Explanations for savings deviations

 Assumption of baseline energy use was incorrect

 New equipment has higher or lower efficiency than projected
 Energy savings modeling inaccuracies

4-21 E0004403492

EXH006-00408


=============
Page 25 of 86
=============

			3rd Quarter 4th Quarter 1st Quarter 2nd Quarter	
ID	Task Name	Completed '	Jul Au Se Ocl Nov Dec Jan Feb Mar A r Ma Jun	
I 1			
2	Billing Payment System Reconciliation to Commodity Books		
3	Establish plan for legacy deal reforecast	I	
			
4	Deep Dive analysis / data gathering	~~ N. Hon	
			
5	Reforecasting performed on all legacy deals	
PRO	
6	Cash Reconciliation of Liquidation		
- _	
Establish plan	V i i
R. Boltz	
6	Implementation of "Go-forward" monthy reconciliation	1	
9

- -	- Reconciliation performed on prior months	
C I
Date TBO r
I	
10	Capture Tariff Price From Utility Bills		
			
11	Establish plan	E. Hughes
'Sip 1111.111.1111111P Ill 1.	
12	Complete Float Analysis - Invoice and Payment System		
			
13	Establish plan	? E. Hughes	
14		I I I !	
15	Risk Analytics E0004403493	! 1	
16			
	Position Report		
		
f	
17	Intramonth reporting for Power West Complete	` N. Hon
g	
18	Intramonth reporting for Power East		
19	Create East intramonth book in Access Database	N. Hong	
20	Intramonth reporting for Gas		
21	- Validate ALTRA positions / verify spot curves	j j N. Hong j	
22	- Develop & implement a plan for systems support from ALTRA To RGS	N. Hong	

23	
Canadian Risk Position Reporting	t	
			
			
24	- Gas Positions captured in excel model revalued and reported monthly Complete		
25	Conversion of Position from excel to RGS Complete	N. Hong	
26	- Power Canadian wholesale curve developed Complete	l o
Benevides
P	
		.
r	
27	Power T&D curve development Complete	'
~~ S. Stoness	
28	- Timely value / report of Power Canada Positions Complete		
29	Stress testing procedures	Hong 1	
30	
Implement global analysis of EES Credit Reserve (after Agg Credit Phase II)	
), h	
31	Models	
1	
Project: Risk Analysis
1	53 ~'" 7
Task ~~~ Progress ~ Milestone  Summary
Date: Mon 2/5/01	

  - r

  r
  v
:r of

  4 ,2

  S #3

V Arrow indicates status os of December BOD meeting
t

PYlannl_nnanq


=============
Page 26 of 86
=============

EES / RAC Task Force

			3rd Quarter 4th Quarter 1st Quarter 2nd Quarter	
ID	Task Name	Completed]	Jut Au Se Oct Nov Dec Jan Feb Mar A pr Ma Jun	
32	Improve and streamline transaction valuation and market risk models	^fT P. Layton! M. Tribolet	
33	Enhance Risk TRAC to handle risk analytics of EES portfolio (VAR analysis)		
34	EAM Options volume		
			
35	Establish options valuation & MTM Complete	
i
D. Draper	
36	Establish EES VAR and Volumetric Risk Limits for tariff exposure	i . Stoness	
			
37			
38	EAM and AOPS Risk Management	`	
39	EAM Risk Book	I	
40	-Segregation of duties surrounding asset performance validation Complete	I D. Roberts  i	
			
41	- Engineering Audit Control function established	`	
42	- EAM Position Reporting (Time, Capital, Efficiency) Complete	D. Draper ! D. Roberts	
43	- Delivery Performance Risk (DAPR) philosophy and methodology Complete	D. Roberts	
44	- Site Level Actualization w/ Variance explanations	D. Benevides	
45	- Daily Position Report includes EAM Options Complete'	y~vx~ j l	
46	- Establish DASH EAM capital monitoring process Complete	t
C. Morrow r
-	
47	-------------------
-
--
---
--
-------
H ddendum) Complete	J. Hachen,/ C. Morrow	
	---
-
tablish AOPs Risk Book		
	-
-		
-	--
- Establish Risk Analytics group for AOPS Complete	l~ C. Morrow	
	-
--
-
-
Inventory AOP's deals	c. Morrow	
	- Develop financial models supporting deal risk exposure	C. Morrow	
	
- Review Accounting Process	C. Morrow	
53	EAM Project valuation		
54	- Project valuation personnel in regions for consistency Complete	f
i e D. Roberts	
55	- Project valuation of legacy projects in system (measure asset performance)	D. Roberts	
56	- ECM Technical Model development (Energy Conservation Measures)		
I
			
57	Initial RAC audits (intermediate control) Complete	n~ J. Hachen i i	
58	Deal Pricing		
			
59	- Develop ECM probabilistic curves based on EES experience	t11t1 D. Roberts	
30	-Utilize ECM probablistic curve for pricing	M. Tribolet
t	
31	- RAC / EES agreement on handling implementation risk - pricing through MTM	777,7
M. Tribolet,EES-TBD	
152		
~	
			
roject: Risk Analysis	Task j4 T,' r Progress F Milestone  Summary
ale: Mon 2/5/01	

4-23 7 Arrow indicates status as of Decernber BOD meeting

E0004403494

FxHOOR-Ctf 410


=============
Page 27 of 86
=============

EES / RAC Task Force

			3rd Quarter 4th Quarter 1 st Quarter 2nd Quarter	
ID	Task Name	Completed '	Jul Au Se Oct Nov Dec Jan Feb Mar A pr Ma Jun	
63	Credit Risk Management		
64	Aggregate Credit Exposure	
f
t	
65	Phase I	I I	
66	Establish daily feeds for high priority A/R systems (gas, power, bundled)	P. Ho	
67	Establish daily feeds for MTM positions - RPS (power)	S. Yeargain	

ss	
Establish daily feeds for MTM position -RGS (gas)	1
T. Donovan,IBM
I	
69	Establish daily feeds for intramonth forward - power west desk	S. Yeargain	
70	Setup global counterparty ID's for customers (630) with Dec. MTM >	K. Williams	
71	$100,000 and A/R > $50,000	! i
t	
72	Phase II	j	
73	Establish daily feeds for other A/R systems (Clinton, Bentley, EECC,	i , P. Ho,B. Mahendra	
74	NEPCO, Bill Payment Sold)		
75	Establish daily feeds for EFS - A/R and A/P	I	
76	Setup and establish daily feeds for intramonth book - PIPS - East Desk	i S. Mrs	
77	Setup and establish daily feeds for intramonth book - FIGS	;" s. Mitts
a	
78	Establish daily feeds for A/P	i
B. Mahendra	
79	Set up and establish daily feeds for shipped not billed - Power	S. Mitts	
80	Set up and establish daily feeds for shipped not billed - Gas
I	
i
S.Mills
I	

81	
Improve system and business processes of FIGS to allow validated data to
)	

. Mills,IBM
b
S
M... ,.	

82	. _
be transmitted daily by 5:00 a.m.	t
t I	
B3	Further curve development in RGS and RPS to componentize retail adders	N. Hong	
84	Consolidate benchmark & credit exposure to feed Risk TRAC (by 5:00am)	{
ram S Mills
1	

85	
Setup global counterparty ID's at average rate of 100 per week.	t
P	
86	Daily new deals report to assist in daily credit monitoring	;	
87	-
Gas Complete	
p j
M. Hwang l h1. Harris	

88	
Power Complete
E0004403495	I
N. Hong M. Hard	
89	Review credit policy with Origination Complete	Harris I i
f	
90	Review Transaction Approval Process Complete	. j
M.Triboleti
.	
91	Review credit policy with Trading Complete	
Harris	
92

93	
Review EES Clients and Evaluate Portfolio Quality of Credit Exposure
Compare EES booked credit reserves to Credit Department reserve calc Complete	

I
E. Kingshill	
Project: Risk Analysis
Date: Mon 2/5/01	Task Progress Milestone  Summary

4-24 V Arrow indicates status as of December BOD meeting

EXH006-00411


=============
Page 28 of 86
=============

EES / RAC Task Force

			3rd Quarter	4th Quarter	1st Quarter	2nd Quarter	
ID	Task Name	Completed	Jul	Au Se Oct	Nov Dec Jan Feb Mar	
Jun
A pr May	
94	Review & implement process for booking credit reserves			E.'Kingshill	
95	Review EES cp's,assign E ratings, evaluate portfolio quality of credit exp			s,	
96	Review EFS cp's, assign E ratings, evaluate portfolio quality of credit exp			,
I .. ,	
97	Review Enron Direct cp's,assign E ratings, evaluate portfolio quality of credit e				
98	Review Clinton cp's, assign E ratings, evaluate portfolio quality of credit exp			'	
99	Review EES Accounts Receivable			i	
100	Identify EES AR systems (listing) Complete			; 1 TBD	
101	Establish consolidation timetable			'
I TBD
t	
102	Preparation of AR aging without listing			I TBD	
103	Preparation of AR aging with listing of obligors			i TBD	
104	Negative balance reporting			TBD	
105	Begin payment rate reporting			i TBD	
106	Deal Capture Controls				
107	Hire Deal Capture group lead Complete				
toe	Establish centralized deal capture / confirm group			` W. Prihoda	
		E0004403496	
Project: Risk Analysis
Date: Mon 2/5/01	Task t TNa Progress Milestone 	Summary	

4-25 V Arrow indicates status as of December BOD meeting

FXH006-00412


=============
Page 29 of 86
=============

Market Risk Update

E0004403497

4-26

y9o

Finance Committee Meeting

EXH006-00413


=============
Page 30 of 86
=============

  Finance Committee

Table of Contents

u Risk Profile by Product

o Risk Profile by Primary Commodity and Business Unit
o Backtesting of Enron's Aggregate Value-at-Risk Model
o Stress Testing

o Enron Foreign Exchange Update
o Trading Limit Changes

o Discretionary VaR Allocations
o Policy Changes

4-27 E0004403498

EXH006-00414


=============
Page 31 of 86
=============

L

Risk Profile by Product
Year Ended December 31, 2000

YTD Trading P&L YTD Trading P&L = $2.2 B
($MM) 1,146

  Q1-Q3 P&L
617
  E 't~=ffF Q4 P&L
193
  s NR~
76 f `7 ~r
  64 54
  50 ~ 40 39 ~
I I 40 36 21 19 (24) (, (53)

YTD Average VaR		YTD Average VaR = $47 MM
($MM)		
	(38) (23) (12) (2) (1) (6) (4)	(1)	(5) (1) (2) (0) (3) (2)
O			
			
(10)-	
4		
(20)-	
11		
(30)			
(40)			
(50)	NA NA UK Financial Coal & Global EES	Pulp &	Metals Other(1) Weather Bandwidth Eur. Cont.
Gas Power Power Freight Products	Paper	Gas Power

Return on Enron
VaR YTD 191% 165% 98% 191% 335% 55% 62% 190% 68% 100% 73% nil nil nil 290%
(1) includes all commodities with profitAoss less than $10 MM
  4-28

E0004403499

EXH006-00415


=============
Page 32 of 86
=============

Risk Profile by Primary Commodity and Business Unit
Year Ended December 31, 2000

Commodity Comparison

YTD Trading P&L  2000 P&L = $2.2 B
($MM)<: 1999 P& L = $0.9 B
1,200 1,123
  900 794
600
  1 336
0._[
  300 119 92 76 72 75 28

YTD Average VaR  2000 Avg VaR = $47 MM
($MM)~ 1999 Avg VaR = $19 MM
0
  (10) (10) (6) (5) (2) (1) (6) (2)
(20) (15)

  (30) (27)
(40) (38)
  (50) Gas Power Products(1) Financial Other

Return on
  VaR YTD 186% 185% 118% 191% 81%

(1) includes Coal & Freight and Global Products

  Business Unit Comparison
YTD Trading P&L YTD Trading P&L = $2.2 B
($MM)

1,900 1,763
1,500
1,100
700
300 213 155 40 39 (24)

  (100)Americas Global Europe EES Industrial EBS
Markets Markets

YTD Average VaR YTD Average VaR = $47 MM
($MM)

0
(t0) (7) (4) (1) (0)
(20) (14)

(30)-
(40)- (44)
(50) Americas Global Europe EES Industrial EBS
Markets Markets

Return on
  VaR YTD 249% 192% 69% 62% 189% nil

4 - 29 E0004403500

EXH006-00416

  Gas Power Products(1) Financial Other


=============
Page 33 of 86
=============

2000 Quarterly VaR Limit Utilization

  100%

  90%
80%
70%

  60%
OQ1
O Q2 50%
O Q3
 Q4
  40%
30%
20%
10%

  0%

	NA Gas	NA Power	UK Power
VaR Limit ($)	40 40 44 70	40 40 40 49	10 18 17 17

Financial	Global Products	Coal & Freight	TOTAL ENRON
9 11 11 11	8 8 8 8	2 2 2 4	60 65 80100

4-30 E0004403501

i

  1

EXH006-00417


=============
Page 34 of 86
=============

($MM)
600

150

100

(50)

Backtesting of Enron Corp. Aggregate VaR
Year Ended December 31, 2000

  8/24/00 - $165 MM
8/25/00 - $195 MM
  Curve Shift P&L VaR -VaR Limit ' 11

50

0

12/4/00 - $485 MM
~I,

(100)Conclusion:
VaR Model is acceptable.
(150) (Kupiec Test)
  8/30/00 - ($212 MM)
(600)

12/12/00 - ($551 MM) I'
12/13/00 - ($204 MM)

0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0	0 0 0 0
0 0 0 0	0 0.
0 0	0 0 0 0 0
0 0 0 0 0	0 0
0 0	0 0 0 0 0 0 0
0 0 0 0 0 0 0	0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0
N N
N N N
N N N N
\ \
'
v	O 0 0 0

N N N
N
` \ `	0 0

N
N
`	0 0 O O 0

N N N N N

~ a a a a	0 0

N N

~	0 0 O 0 0 O 0

N N N N N N N
T T	0 0 0 0 0 0 0 0

N N N N N N N N
\ \
co
co M
~ v
v
r N a N M N
*
*	M co M
m
w. r N O	co
(7
N	0
~` N r
r	C
N O	O O O O
` N M r N (q r	0
O O O> CA CA CA W W
N (` ` N a ~N
r r N (N (
) (
)	It	U) U)	(O W	h	W W W m O) 0) O	O O r r i~ `V
	Loss Notifications >VaR Limit					
	($194) MM 8/30	($136) MM	12/7				
	($ 87) MM 9/1	($630) MM	12/12				
	($105) MM 11/16	($215) MM	12/13	4-31		E0004403502	

EXH006-00418


=============
Page 35 of 86
=============

L

Stress Scenario: Causes and Effects

  millions

 Summer heat-wave in the US

  Fuel costs embedded in utility tariff rates increase at EES

  Gas/Power prices "spike"

 Bankrupt utilities in volatile emerging markets
  Regulatory ruling in the Western US, providing for rate increases
to CA utility customers ($20 / MWh)

  Fixed tariff contracts change to floating contracts - Enron becomes

2.4 million MWh short due to delay in customer switching

$(187)
200

  (735)

  D

 Regulatory paradigm change in Europe (i.e. new electricity trading arrangements) (196)
coupled with existing over - supply of gas in the UK
  Spread between gas and power widens

 War in the Middle East and OPEC production cuts

  Crude oil prices gap upward

  t r'.Ef n' ~I f'
  Total Loss $(922)

4-32 E0004403503

EXH006-00419


=============
Page 36 of 86
=============

Stress Testing
Potential Loss from a 25% Parallel Price Shift
December 31, 2000

  Increase Decrease ($MM)

Power-West 611
UK Power 475

Global Products 150

NA Gas- 136

Coal 120

European Gas	98
Continental Power	 63
Power-East	40
Paper	 30
Continental Gas	, 12
Nordic Power	1 8

4-33 E0004403504

EXH006-00420


=============
Page 37 of 86
=============

800
700
600
500
400
300
200
100

  0

Enron Foreign Exchange
Net Notional Position by Business Unit
  as of December 31, 2000
2,576 ($MM)
Total $3,772

  Exposure Impact
2,23 CTA Impact - $2,562
Lx' P&L Impact - $1,210
467

  299

  137

			168

.		
't '	53 52

xFaY	51

>37	49

14:,45 4 22
1777771
	TO		C		4) U
`	a			w	
m
E					w
			v		w
t			U		O
~N			
UU
)		
W
					
	Global Assets		Global Americas		
			Markets	4-34	E0004403505

14 13 9
y

o W
w
N
w
w

342

c)
I-

EXH006-00421


=============
Page 38 of 86
=============

Enron Merchant & Strategic Assets
Net Notional Position by Currency
as of December 31, 2000
($MM)

Total $3,772

CNY
$143
4%

KRW
$324
9%

4-35

Currency Legend
BRL	Brazilian Reais
CAD	Canadian Dollar
CNY	China Renminbi
EUR	Euro
GBP	British Pound
INR	Indian Rupee
KRW	South Korean Won
MXN	Mexican Peso
T
ki
h Li
TRIL
VEB	ur
s
ra
Venezuelan Bolivar

E0004403506

EXH006-00422

  GBP MXN TRL
VEB EUR $35 $22 $19
  CAD @Ar. $93 i o/- 0.5% 0.5% OTHER


=============
Page 39 of 86
=============

200

150

Enron Sensitivity Analysis
Comparison of South America vs. All Other Business Units
Year Ended December 31, 2001
($MM)

  Trading Portfolio VaR* $3MM

100 South America
   P&L Impact
50 CTA Impact
0 (7) /2

(50) (80) (9) (38)
(100)

(150) 200'rBpa geted
  (94) (276)
(200)-

(250)-
(300)-

) -)
(350
~J	

10% Devaluation
	from Plan
(366)

All Other Business Units**
 P&L Impact
  CTA Impact

(84)

(577)	
	30% Devaluation
		from Plan
			(786)
	

E0004403507

* Based on a one day VaR with a 95% confidence interval.
**All Other Business Units Include: Asia, India, Caribbean, Canada, EWC, Enron Europe, EE&CC, EES Europe & EBS.
4-36

EXH006-00423


=============
Page 40 of 86
=============

Foreign Exchange Project Update

The Strategic Risk Management (SRM) group is investigating possible risk
mitigation strategies due to changing market conditions in South Korea

Currency

 The Korean Won (KRW) has depreciated 13% vs. the USD in the last three months.

 Corporate Korea (importers and exporters) is net short USD. Pressure on the Won will
persist on the back of short covering.

Industrial

 Exports, namely DRAM, are at their slowest pace since May 1999. The growth of electronic
shipments has decreased to 15.7% from 30% last year.

 In addition to high crude prices, a 0.4% increase in Consumer Prices in December poses an

inflationary risk.

Market

 Korean Composite Stock Index has shown extreme volatility, after gaining 83% in 1999 it
dropped 50% between 01 /00 and 10/00.

4-37

E0004403508

EXH006-00424


=============
Page 41 of 86
=============

  Summary

of Trading

Limit Changes

We recommend BOD approval of the following trading limits as amendments to the Risk Management
Policy appendices: Recommended Existing
  Oe- .,.Permanent,,Limit- .. -_-_-.,..._Permanent Limit
)
AGGREGATE VaR LIMIT $125 MM $100 M M
  Corporate Discretionary VaR Limit $ 25 MM _ $ 25 MM in Oct 2000

European Natural Gas
Net Open Position Limit
Maturity / Gap Limit
VaR Limit

200 Bcf *
90 Bcf 12-month (no change)
$10 MM

60 Bcf
90 Bcf 12-month
$7.5 MM

* Temporary limit of 260 Bat expired year end 2000; permanent limit requested above will be decreased when markets allow optimum management
of the large position resulting from a BOD approved transaction

Weather Derivatives
Net Open Position Limit 40,000 EOL Equiv. Contracts 30,000 EOL Equiv. Contracts **
Maturity / Gap Limit N/A N/A
VaR Limit $4.5 MM $3 MM

** $100 MM notional value

  Coal and Freight
  Net Open Position Limit 30 MM MT. 15 MM MT
  Maturity/ Gap Limit 30 MM MT 12-month 15 MM MT 12-month
VaR Limit $7 MM *** $4 MM ***

  *** Freight limited to $2MM VaR (No Change)
Global Products
  Net Open Position Limit 18 MM BbI 12.5 MM Bbl
Maturity / Gap Limit E0004403509 19 MM BbI 12-month 15 MM Bbl
VaR Limit $15 MM **** $8 MM

  **** $4 MM VaR increase to $12MM for regular Global Products trading, plus $3 MM VaR'for EOL,Crude trading
  [L,_-__4 - 381`- p
  ~ ~~
EXH006-00425


=============
Page 42 of 86
=============

Summary of Trading Limit Changes

Recommended Changes to Policy Limits (continued):
Recommended
Permanent Limit

LNG
Net Open Position Limit
Maturity/ Gap Limit
VaR Limit

Equity Trading
Net Open Position Limit
Maturity/ Gap Limit
VaR Limit

Convertible Arbitrage
Net Open Position Limit
Maturity / Gap Limit
VaR Limit

***** This product was included in the Debt trading commodity group that was transferred to Enron Europe and combined with Credit
trading in December 2000; new limits requested to establish separate commodity group in Global Markets in 2001

9 Bcf
12 Bcf 12-month
$5 MM

$200 MM
N/A
$10 MM

$150 MM
N/A
$2 MM

Existing
Permanent Limit

None
None
None

$100 MM
N/A
$6 MM

wwwww

wwwww
wwwww

Financial Instruments

Foreign Currency:
Net Open Position Limit
Maturity / Gap Limit
Interest Rate:
Net Open Position Limit
Maturity/ Gap Limit

VaR Limit

  $150 MM
N/A

  $250,000/bp
N/A

  $5 MM (Combined)
4-39
  E0004403510

$100 MM
N/A

$100,000/bp
$ 50,000/bp (<= 2 yrs)

$3 MM (Combined)

EXH006-00426


=============
Page 43 of 86
=============

L__

Summary of Trading Limit Changes

Recommended Changes to Policy Limits (continued):

Soft Commodities
Net Open Position Limit
Maturity / Gap Limit
VaR Limit

Grains
Net Open Position Limit
Maturity / Gap Limit
VaR Limit

Meats (formerly called Livestock)
Net Open Position Limit
Maturity / Gap Limit
VaR Limit

Recommended Existing
Permanent Limit Interim Limit

4,000 Contracts 2,000 Contracts
N/A 2,000 Contracts
$2 MM $0.75 MM

750 Contracts 1,000 Contracts
N/A 1,000 Contracts
$0.5 MM $0.5 MM

750 Contracts 1,000 Contracts
N/A 1,000 Contracts
$0.5 MM $0.75 MM

Advertising Swaos

Benchmark
Net Open Position Limit
Maturity / Gap Limit
VaR Limit

NA Portfolio Management
Net Open Position Limit
Maturity / Gap Limit
VaR Limit

New York A1849 PR CPP	Houston CPP
54CPP	782CPP
108 CPP	782 CPP
$2 MM	$1 MM

N/A N/A
N/A N/A
Terminated $5 MM

4-40

E0004403511

EXH006-00427


=============
Page 44 of 86
=============

L

Discretionary VaR Allocations
Year Ended December 31, 2000

  Date
12/28/00 -1/4/01
12/7/00 - 12/27/00
7/12/00 - 10/5/00

Commodity
NA Natural Gas
NA Natural Gas
NA Natural Gas

Discretionary VaR
$10 MM

  $50 MM
$ 5MM

  6/26/00 - 12/12/00

12/7/00 - 1/4/01

  11/22/00 - 1/5/01
6/15/00 - 10/6/00

10/31/00 - 12/12/00

  10/31/00 - 12/12/00

NA Cross-Commodity

UK Power

NA EES
NA EES

Pulp & Paper

Steel

$ 5MM

$ 5MM

$ 2MM
$ 5MM

$ 2MM

$ 1 MM

4-41 E0004403512

EXH006-00428


=============
Page 45 of 86
=============

Summary of Policy Changes

We recommend BOD approval of the following amendments to the Risk Management Policy:

   Provide for notification of limit violations and loss notifications to the President and CEO at the
discretion of the Chief Risk Officer, rather than the existing structured reporting.

  - Maintain commodity level automatic loss notification and limit violation requirements to Business Unit Office of
the Chairman:

   Daily Loss > 100% VaR Limit; Cumulative 5-day Loss > 125% VaR Limit
 Net Open Position, Maturity/Gap, VaR > 105% VaR Limit

  Maintain Aggregate Daily Loss and Aggregate VaR Limit notifications to President, CEO, Chairman of the Board,
and Chairman of Finance Committee:

   Daily Loss > 100% Aggregate VaR Limit

   Aggregate VaR > 115% of Aggregate VaR Limit

  Delegate to the Chief Risk Officer the authority for Discretionary VaR allocation to facilitate a new
market driven allocation framework, rather than requiring both the Chief Risk Officer and the President
to approve.

  J - Refine the calculation of Discretionary VaR available for allocation to consider portfolio diversification effect, VaR
utilization, and other significant factors as determined by the Chief Risk Officer.

4-42 E0004403513

EXH006-00429


=============
Page 46 of 86
=============

Summary of Policy Changes
  (continued)

.f

Recommended BOD approval of the following amendments to the Risk Management Policy (cont.):

 Clarify the cross-commodity trading policy to specify that trading limits are to be applied against Enron's
consolidated commodity positions on an individual commodity group basis; Enron's consolidated Daily
Position Report should provide required market risk disclosures by primary commodity group; for
  example, Enron's exposure to the North American Natural Gas market shall be aggregated across the
company.

  - Delegate cross-commodity trading approval among established commodity groups to the respective Business
Units Offices of the Chairman, with appropriate reporting to the Enron Corp. Chief Risk Officer.

 Specify the operational control requirement that all trades executed over the telephone must be
recorded electronically.

E0004403514

4-43

=XH006-00430


=============
Page 47 of 86
=============

Agenda Item 5

E0004403515

EXH006-00431


=============
Page 48 of 86
=============

Enron Corp

Projects and Amendments

February 12, 2001

E0004403516 %

5_' Finance Committee Meeting

=XH006-00432


=============
Page 49 of 86
=============

Agcnda Item 5a

E0004403517

EXH006-00433


=============
Page 50 of 86
=============

X90

To: The Finance Committee of the Board of Directors

From: Jeff Skilling and Rick Buy

,bject: Recommended Changes to the Risk Management Policy

Date: February 12, 2001

I. We are recommending BOD approval of the following trading limits as amendments to the Risk Management Policy:

  Proposed Existing
Permanent Limits Limits

AGGREGATE VaR LIMIT $125 MM $100 MM

Corporate Discretionary VaR Limit $ 25 MM $ 25 MM in Oct 2000

European Natural Gas

Net Open Position Limit 200 Bcf * 60 Bcf
Maturity / Gap Limit 90 Bcf 12-month (no change) 90 Bcf 12-month
VaR Limit $10 MM $7.5 MM Q
* Temporary limit of 260 Bcf expired year end 2000; permanent limit requested above will be decreased when markets
allow optimum management of the large position resulting from a BOD approved transaction

Weather Derivatives
Net Open Position Limit
Maturity / Gap Limit
VaR Limit

** $100 MM notional value

Coal and Freight
Net Open Position Limit
Maturity / Gap Limit
VaR Limit

40,000 EOL Equiv. Contracts
N/A
$4.5 MM

30 MM MT
30MM MT 12-month
$7 MM ***

*** Freight limited to $2 MM VaR (no change)

Global Products
Net Open Position Limit
Maturity / Gap Limit
VaR Limit

18 MM Bbl
19 MM Bbl 12-month
$15 MM ****

30,000 EOL Equiv. Contracts **
N/A
$3 MM

15 MM MT
15 MM MT 12-month
$4 MM ***

12.5 MM Bbl
15 MM Bbl
$8 MM

**** $4 MM VaR increase to $12 MM for regular Global Products trading, plus $3 MM VaR for EOL Crude trading

LNG
Net Open Position Limit
Maturity / Gap Limit
VaR Limit

9 Bcf None
12 Bcf 12-month None
$5 MM None

Interoffice
Memorandum

Department: Risk Assessment and Control

E00044.03518

  .ipect Integrity Communication Excellence
nii1000 407 1 (7;OC)
H006-00434


=============
Page 51 of 86
=============

r ie Finance Committee of the Board of Directors February 12, 2001 Page 2

Proposed
Permanent Limits

Equity Trading
Net Open Position Limit $200 MM
Maturity / Gap Limit N/A
VaR Limit $10 MM

Convertible Arbitrage
Net Open Position Limit $150 MM
Maturity/ Gap Limit N/A
VaR Limit $2 MM

Existing
Limits

$100 MM
N/A
$6 MM

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

***** This product was included in the Debt trading commodity group that was transferred to Enron Europe and
combined with Credit trading in December 2000; new limits requested to establish separate commodity group in
Global Markets in 2001

Financial Instruments
Foreign Currency:

Net Open Position Limit
Maturity / Gap Limit

Interest Rate:

Net Open Position Limit
Maturity/ Gap Limit

VaR Limit

Soft Commodities
Net Open Position Limit
Maturity / Gap Limit
VaR Limit

Grains
Net Open Position Limit
Maturity / Gap Limit
VaR Limit

Meats (formerly called Livestock)
Net Open Position Limit
Maturity/ Gap Limit
VaR Limit

Advertising Swaos

Benchmark
Net Open Position Limit
Maturity / Gap Limit
VaR Limit

NA Portfolio Management
Net Open Position Limit
Maturity / Gap Limit
VaR Limit

  i -; Your Personal Best Makes Enron Best
)rm 000-469-1 (5/92)
-XH006-00435

$150 MM $100 MM
N/A N/A

$250,000/bp $100,000/bp
N/A $ 50,000/bp(<=2 yrs)
$5 MM (Combined) $3 MM (Combined)

4,000 Contracts 2,000 Contracts
N/A 2,000 Contracts
$2 MM $0.75 MM

750 Contracts 1,000 Contracts
N/A 1,000 Contracts
$0.5 MM $0.5 MM

750 Contracts 1,000 Contracts
N/A 1,000 Contracts
$0.5 MM $0.75 MM

New York A1849 PR CPP	Houston CPP
54 CPP	782 CPP
108 CPP	782 CPP
$2 MM	$1 MM
N/A	N/A
N/A	N/A E0004403519
Terminated	$5 MM

Communicate- Facts Are Friendly Better, Faster, Simpler

N


=============
Page 52 of 86
=============

The Finance Committee of the Board of Directors February 12, 2001 Page 3

II. We are recommending BOD approval of the following amendments to the Risk Management Policy:

 Provide for notification of limit violations and loss notifications to the President and CEO at the discretion of the Chief
Risk Officer, rather than the existing structured reporting.

- Maintain commodity level automatic loss notification and limit violation requirements to Business Unit Office of the
Chairman:

   Daily Loss > 100% VaR Limit; Cumulative 5-day Loss > 125% VaR Limit
 Net Open Position, Maturity/Gap, VaR > 105% VaR Limit;

- Maintain Aggregate Daily Loss and Aggregate VaR Limit notifications to President, CEO, Chairman of the Board,
and Chairman of Finance Committee:

 Daily Loss > 100% Aggregate VaR Limit
 Aggregate VaR > 115% of Aggregate VaR Limit

 Delegate to the Chief Risk Officer the authority for Discretionary VaR allocation to facilitate a new market driven
allocation framework, rather than requiring both the Chief Risk Officer and the President to approve.

  - Refine the calculation of Discretionary VaR available for allocation to consider portfolio diversification effect, VaR
utilization, and other significant factors as determined by the Chief Risk Officer.

 Clarify the cross-commodity trading policy to specify that trading limits are to be applied against Enron's consolidated
commodity positions on an individual commodity group basis; Enron's consolidated Daily Position Report should
provide required market risk disclosures by primary commodity group; (for example, Enron's exposure to the North v)
American Natural Gas market shall be aggregated across the company).
  tqo

- Delegate cross-commodity trading approval among established commodity groups to the respective Business
Units Offices of the Chairman, with appropriate reporting to the Enron Corp. Chief Risk Officer.

 Specify the operational control requirement that all trades executed over the telephone must be recorded electronically.

E0004403520

  Your Personal Best Makes Enron Best Communicate- Facts Are Friendly Better, Faster, Simpler
Form 000.469.1 (5/92)

EXH006-00436


=============
Page 53 of 86
=============

ENRON CORP. Proprietary and Confidential
RISK MANAGEMENT POLICY
Approved by Enron Corp. Board of Directors

Approved:	October 1, 1996
Amended:	December 8, 1998
Amended:	May 3, 1999
Amended:	August 10, 1999
Amended:	October 20, 1999
Amended: December 14, 1999

Amended: February 7, 2000

Amended:	May 2, 2000
Amended:	August 8, 2000
Amended:	October 7, 2000
Amended:	December 12, 2000

Amended: February 13, 2001

I. General Authorization

Enron Corp. is authorized to execute Transactions and manage these Transactions within certain authorized
Portfolios in support of its businesses.

All Transactions covered by this policy must be conducted in compliance with all Enron Corp. policies, as
each may be amended, supplemented or restated from time to time (collectively the "Enron Corp. Policies").

II. Portfolios

Designated Enron Business Units are authorized to enter into Transactions which create Positions for Enron
Corp. and its affiliates, other Enron Business Units or their respective customers within the authorized
Commodity Groups and limits, specified in the Appendices. These Positions are managed in the following
Portfolios:

A. Trading Portfolio - designed to capture and manage risks related to physical delivery of energy and
other commodities, to provide related risk management services, to take advantage of market arbitrage
opportunities and to manage positions within the approved limits. This portfolio includes commodity
transactions, financial instruments and securities transactions.

B. Merchant Portfolio - designed to capture and manage merchant investments in public and private
companies, including the active management of embedded exposures and to provide greater liquidity
for Enron's merchant investment activities, consistent with Enron Corp.'s core competencies within
the approved limits. This portfolio includes equity, "equity-like," debt and "debt-like" investments in
the public and private sector.

C. Capital Portfolio - designed to accommodate positions and transactions in Enron's own stock or
derivatives thereof which may occur from time to time in the execution of approved structural
transactions (for example, stock buy-backs, hedging of stock option programs, etc.).

III. Position and Loss Notification Requirements

Generally, Enron Business Units' business activities are subject to a combination of limits. These limits
include, but are not limited to: Net Open Position, Maturity/Gap Risk, Potential Exposure (VaR), Regulated
Exchange Limits, and Loss Notifications, as appropriate for the type of business activity under consideration.

E0004403521

XH006-00437


=============
Page 54 of 86
=============

ENRON CORP.
RISK MANAGEMENT POLICY
Proprietary and Confidential

Limits will be applied at the Commodity Group and Portfolio level, as appropriate and monitored daily.
Unless specifically allocated to a business unit for a basket of products, these limits are to be applied against
Enron's consolidated position on an individual commodity group basis.

A. Net Open Position Limits. Enron Business Units' activities are subject to the Net Open Position
limits at the Commodity Group level, as specified in the Appendices.

B. Maturity/Gap Risk Limits. Enron Business Units' activities are subject to the Maturity/Gap Risk
limits at the Commodity Group level, as specified in the Appendices.

C. Potential Exposure Limits. Enron Business Units' activities are subject to potential exposure
analysis using stress-testing and scenario analysis, as directed by the Enron Corp. Chief Risk Officer,
and limits based on Value-at-Risk (VaR), as specified in the Appendices, calculated daily or as
appropriate to the business activity under consideration at the Portfolio level and at the Commodity
Group level.

D. Regulated Exchange Limits. Enron Business Units may be subject to limits imposed by regulated
exchanges on which they transact. Enron Business Units shall comply with any such limits imposed
on them, as such limits may be modified from time to time.

E. Loss Notifications. Daily Losses and Cumulative 5-day Losses resulting from Enron Business Units'
activities are subject to the reporting requirements, as specified in Section IV.C.

All Enron Business Units are expected to formulate limits subordinate to limits specified in the Appendices,
which should be monitored internally and act as triggers for reference to and action by senior Enron Business
Unit management.

IV. Limit Violation/Loss Notification Requirements

Notwithstanding the other provisions of this Policy, any violation of limits must be reported to the Enron
Corp. Chief Risk Officer, and the Chief Risk Officer will notify President, CEO, or Chairman at his discretion,
based on his determination of the significance of the violation. Such report to the Chief Risk Officer should
be made prior to entering into a Transaction if there is a sufficient reason to believe that a limit violation will
occur. Requirements for reporting limit violations and loss notifications, each accompanied by an explanation,
will be as follows:

A. Net Open Position Limits; Maturity/Gap Risk Limits. If the limit violation equals or exceeds the
applicable limit by greater than five percent (5%), the Enron Corp. Chief Risk Officer shall ensure the
prompt communication of the occurrence to the Enron Business Unit Office of the Chairman.

B. Value-at-Risk Limits. If the VaR for any Commodity Group or Portfolio equals or exceeds the
applicable limit by greater than five percent (5%), the Enron Corp. Chief Risk Officer shall ensure the
prompt communication of the occurrence to the Enron Business Unit Office of the Chairman. If the
Aggregate VaR Limit is exceeded by greater than 15%, the Enron Corp. Chief Risk Officer shall
ensure the prompt communication of the occurrence to the Enron Corp. President, Chief Executive
Officer, Chairman of the Board, and Chairman of the Finance Committee of Enron Corp.

E0004403522

KHO06-00438


=============
Page 55 of 86
=============

ENRON CORP.
RISK MANAGEMENT POLICY
Proprietary and Confidential

C. Loss Notifications. The Enron Corp. Chief Risk Officer shall ensure the prompt communication to
the Enron Business Unit Office of the Chairman, if a Daily Loss in any Commodity Group or
Portfolio is in excess of the corresponding VaR limit. The Enron Corp. Chief Risk Officer shall
ensure the prompt communication to the Enron Corp. President, Chief Executive Officer, Chairman of
the Board, and the Chairman of the Finance Committee of Enron Corp., if the aggregate Daily Loss is
in excess of the Aggregate VaR Limit.

The Enron Corp. Chief Risk Officer shall ensure the prompt communication to the Enron Business
Unit Office of the Chairman, if a Cumulative 5-day Loss in any Commodity Group or Portfolio is in
excess of 125% of the corresponding VaR Limit.

D. Reporting to the President, Chief Executive Officer, Chairman of the Board, Audit and Finance
Committees of the Board of Directors. Aggregate loss notifications and limit violations shall be
communicated to the President, Chief Executive Officer, Chairman of the Board of Directors, and
Chairman of the Finance Committee by the Chief Risk Officer of Enron Corp., as specified in Section
IV. of this policy, and as otherwise determined by the Chief Risk Officer. Aggregate and other limit
violations along with a summary of Enron's market risks will be reported to the Audit Committee of
the Board of Directors by the Chief Risk Officer of Enron Corp. at all regularly scheduled Audit
Committee meetings.

V. Operations and Controls

A. Segregation of Duties. Enron Business Units shall keep segregated from the business groups or
individuals entering into Transactions each of the following activities: recording and aggregation of
Transactions; preparation, issuance and verification of Enron Corp. or third-party documentation;
reporting of Positions and Commodity Group information; review of the reasonableness of prices and
models, periodic validation of prices from independent market sources; monitoring of limits; physical
and/or financial settlement of Transactions; reconciliation of accounts; and preparation of financial
statements.

B. Position Reporting. Designated Enron Business Units shall prepare, distribute and make available
data constituting a daily report ("Daily Position Report") including Commodity Group Net Open
Position, Maturity/Gap Position, profit or loss, potential exposure (VaR) and any other parameters as
may be required by the President or the Chief Risk Officer of Enron Corp. The Daily Position
Reports at the Commodity Group level will also report various limits compared to their respective
actual amounts and will be signed off by the Commodity Group Manager of the position(s) and the
head of the commercial support group responsible for their preparation, before any subsequent trading
occurs.

For purposes of limit monitoring and aggregation of Enron's consolidated trading results, Enron's
consolidated Daily Position Report should include the Net Open Position, Maturity/Gap Position,
profit or loss, and potential exposure (VaR) for approved Commodity Groups consolidated across the
company without regard to which business unit undertook the trading activity. In those instances
where limits are granted to a business unit for a basket of commodities, reporting for individual
commodity risk books shall be maintained to facilitate aggregation of Enron's actual consolidated
commodity specific exposure. Management reporting may separately provide business unit sub-limit
monitoring and trading results aggregated according to management lines.

E0004403523

:XH006-00439


=============
Page 56 of 86
=============

ENRON CORP.
RISK MANAGEMENT POLICY
Proprietary and Confidential

The President of Enron Corp. or Enron Corp. Chief Risk Officer shall designate individuals who are
authorized to approve the Daily Position Report on behalf of Enron Corp. After approval, a
consolidated Daily Position Report shall be distributed to the Chief Executive Officer, the President,
the Chief Accounting Officer; the Chief Risk Officer of Enron Corp. and others as designated by the
President or the Chief Risk Officer of Enron Corp.

C. Stress and Scenario Testing. On a monthly basis, or as markets dictate, designated Enron Business
Units shall formulate and examine the effects of extreme changes in the market parameters relevant to
exposures and positions. Results of these tests should be made available to the Enron Corp. Chief
Risk Officer, or his designee(s).

D. Valuation. On a monthly basis, or as markets dictate, designated Enron Business Units shall provide
evidence of verification of all market parameters used in the calculation of risk metrics and profits and
losses. This should be made available to the Enron Corp. Chief Risk Officer, or his designee(s).

E. Transaction Approval and Execution. Only those employees designated by the Enron Corp. Chief
Risk Officer or his designee(s) will be authorized to enter into Transactions on behalf of Enron. The
Chief Risk Officer must also maintain a record of those employees responsible for the individual
Commodity Groups (Commodity Group Manager) as specified in the Appendices. Individuals will be
assigned as commodity leaders to manage Enron's aggregate position across the company as
determined necessary by the Chief Risk Officer. All Transactions must be entered into in compliance
with current policies of the Credit Group, Market Risk Management Group, and other relevant groups,
as determined by the Enron Corp. Chief Risk Officer. All trades executed on the telephone must be
executed on telephones that are recorded electronically.

F. Brokerage Accounts. Designated Enron Business Units periodically open trading accounts with
clearing brokers to facilitate the conduct of their business. All openings or revisions of trading
accounts with a broker or brokers will be reviewed and approved by the Enron Corp. Chief Risk
Officer or his designee(s). The Enron Corp. Chief Risk Officer or his designee(s) will also notify the
brokers of the names of personnel authorized to trade futures, options or other contracts on regulated
exchanges.

G. Calculation of the Net Open Position by Commodity Group. For purposes of monitoring the Net
Open Position Limits, as specified in Section III.A, all Positions within a Commodity Group shall be
aggregated into a reference Benchmark Position assigned to each group.

VI. Policy Amendment Authority

A. Portfolios, Commodity Groups and Positions. Subject to the authorization of the Board of
Directors, the Enron Corp. Chief Executive Officer, the President of Enron Corp. and the Enron Corp.
Chief Risk Officer, additional Portfolios may be created and additional Commodity Groups may be
added within existing Portfolios, and the related limits will be created or revised accordingly. The
President of Enron Corp. and the Enron Corp. Chief Risk Officer can authorize additional Positions
within the existing Commodity Groups, provided that such Positions can be aggregated within the
limits of a currently authorized Commodity Group.

B. Cross-Commodity Position Authorization. If in the ordinary course of its business an Enron
Business Unit or trading desk incurs an exposure to an underlying commodity or financial instrument
for which it does not have explicit authority to carry, this exposure should be hedged internally with

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Proprietary and Confidential

the appropriate Enron desk(s), with appropriate notification to the Chief Risk Officer or his
designee(s). Hedge positions should be in instruments that have an observable correlation with the
underlying exposure, and should be rebalanced regularly to substantially neutralize the underlying
exposure.

Upon notification to the Chief Risk Officer or his designee(s), the Enron Business Unit Office of the
Chairman who has authority for that commodity group may authorize a specific trader in a different
commodity group to take speculative positions with other Enron trading desks in commodities and/or
financial instruments other than those which that trader has explicit authority to trade (i.e. the
Business Unit Office of the Chairman for North American Natural Gas may authorize a trader in the
Coal group to trade gas with the North American Natural Gas desk). For limit monitoring purposes
of Enron's consolidated trading results, these cross-commodity positions shall be captured by
individual commodity to facilitate aggregation and reporting of Enron's consolidated exposure by
commodity in the Daily Position Report (Coal desk's gas position will be aggregated with the North
American Natural Gas commodity group.)

C. Position Measurement Parameters. Any changes to parameters used in the aggregation and
measurement of Positions must be approved by the Enron Corp. Chief Risk Officer or his designee(s).
This includes, but is not limited to, the Benchmark Positions, VaR parameters, Maturity/Gap Risk
periods, conversion ratios, volatility factors and correlation factors. Any material change as
determined by the Chief Risk Officer will be communicated to Enron's Board at the next regularly
scheduled Board of Directors' meeting.

D. Interim Policy for New Commodity Groups. The President of Enron Corp. and the Chief Risk
Officer of Enron Corp. may approve positions in new Commodity Group(s) prior to approval in the
next meeting of the Enron Corp. Board of Directors, subject to the following criteria: (i) maximum
VaR of $1 million, along with corresponding position limits, and (ii) maximum initial term of six (6)
months, subject to one extension for an additional term prior to review by the Board of Directors for
permanent limits. These interim limits adjust the limit violation and loss notification requirements at
the commodity group level until the granted limits expire, but they do not change the Aggregate VaR
Limit. Interim limits are to be reported to the Enron Corp. Board of Directors at each regularly
scheduled Board of Directors' meeting.

E. Discretionary VaR. The Enron Corp. Chief Risk Officer may allocate "Discretionary VaR" to the
existing Commodity Groups listed in Appendix I, along with the corresponding adjustments to Net
Open Position limits and Maturity/Gap Position limits, under the following guidelines: (i) allocation is
limited to 100% of the existing commodity group VaR limit in Appendix I, (ii) VaR allocation and
corresponding adjustments to position limits adjust the limit violation and loss notification
requirements at the commodity group level, (iii) nominal allocations of Discretionary VaR may
exceed the amount listed in Appendix I due to portfolio diversification effect, as determined by the
Chief Risk Officer, (iv) term of allocation is determined by the Chief Risk Officer. Discretionary
VaR allocations are to be reported to the Enron Corp. Board of Directors at each regularly scheduled
Board of Directors' meeting.

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F. Temporary Limits. The Board of Directors of Enron Corp. may from time to time approve
temporary limits to encompass certain specific approved positions. These temporary limits adjust the
limit violation and loss notification requirements at the commodity group level until the granted limits
expire, but they do not change the Aggregate VaR Limit unless the Aggregate VaR Limit is
specifically adjusted.

G. Limit Changes and Other Policy Amendments. Any modification of limits or other amendments,
supplements or updates to this Policy, unless otherwise covered by this Section VI, must be either
approved by (i) the Enron Corp. Board of Directors, or (ii) the Enron Corp. President and Chief Risk
Officer and ratified by the Enron Corp. Board of Directors at the next regularly scheduled Board of
Directors' meeting.

VII. Miscellaneous

Employee Trading. No employee of any Enron Business Unit may engage in the trading of any
Position for the benefit of any party other than an Enron Business Unit (whether for their own account
or for the account of any third party) where such Position relates to (i) any financial instrument,
security, financial asset or liability which falls within such employee's responsibility at an Enron
Business Unit, or (ii) any other commodity not covered by (i) included in any Commodity Group.

Employee Review of Policies. As determined by the Chief Risk Officer or his designee(s), an
employee of any Enron Business Unit participating in any activity or transaction within the coverage
of this Policy shall sign on an annual basis or upon any material revision to this Policy, a statement
approved by the Enron Corp. Chief Risk Officer that such employee (i) has read this Policy, (ii)
understands this Policy, and (iii) has complied and will comply with this Policy.

Compliance with Policy. All Business Units and their employees should comply with this Policy.
Dispensation for non-compliance should be sought from the President of Enron Corp., the Enron
Corp. Chief Risk Officer or their designee(s). Willful or deliberate non-compliance or falsification of
risk metrics or profits and losses referred to by this Policy will be regarded as gross misconduct.

Supersedes Prior Policies. This Policy supersedes and replaces all previous Policies of Enron Corp.
approved by the Enron Corp. Board of Directors concerning risk management or trading. This Risk
Management Policy was approved by the Enron Corp. Board of Directors on October 1, 1996, and as
permitted hereunder it has been amended as of the date reflected on the first page hereof.

VIII. Definitions

"Aggregate VaR Limit" shall mean the total Enron Trading Portfolio VaR Limit as specified in
Appendix I. Discretionary VaR allocation, and approval of Temporary VaR limits and Interim VaR
limits do not change the Aggregate VaR Limit unless the Aggregate VaR Limit is specifically
adjusted by action of the Board of Directors.

"Benchmark Position" shall mean the Position within a Commodity Group into which all other
Positions within the same Commodity Group can be converted using price volatility and correlation
based conversion factors. Such conversion factors shall be established and authorized by the Enron
Corp. Chief Risk Officer, in conjunction with the President of Enron Corp.

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Proprietary and Confidential

"Commodity Group" shall mean a collection of Positions having sufficient relationship and
correlation (as approved by the Enron Corp. President and Enron Corp. Chief Risk Officer) that allow
for aggregation into a Benchmark Position.

"Cross-Commodity Position" shall mean a Position within a certain Commodity Group that is not
explicitly authorized as part of that Commodity Group. (i.e. Coal trading desk might hold a North
American Natural Gas position as a hedge, or as a speculative position). The suitability and approval
of Cross-Commodity Positions shall be reviewed and approved by the Business Unit Office of the
Chairman over the approved commodity group. Aggregation of risk components and profit or loss for
all commodity groups will be reported on a consolidated basis in the Enron Daily Position Report.
"Cumulative 5-day Loss" shall mean a sum of Daily Losses for the last consecutive five days. Upon
occurrence of a Cumulative Loss Limit violation, Cumulative Loss calculation is reset and begins with
the Daily Loss following the day on which the violation took place.

"Daily Loss" shall mean the loss in value of any Commodity Group on a daily basis, exclusive of non-
trading type of originations and prudence. The Daily Loss will be calculated using the
mark-to-market method on a net present value basis.

"Daily Position Report" shall mean a hard or soft copy report including, but not limited to the
following, for each major commodity and price curve traded: Commodity Group Net Open Position,
Maturity/Gap Position, profit or loss, potential exposure (VaR), and for all positions regardless of
financial accounting treatment:
  0
I. The amounts by which the mark-to-market value of the portfolio can change for small (or unit)
  changes in all "market parameters", as a term structure (i.e. by time "bucket") and on a net
aggregate basis.
2. For portfolios with option or non-linear risks, the concentration of sensitivities (delta, gamma,
vega) according to expiry date and strike price ("strike concentration").
3. The VaR for the portfolios, according to Enron's approved methodology.

The Daily Position Report shall also report the aggregated risk components (positions, V aR, and profit
or loss) for approved Commodity Groups on a consolidated basis, without regard to which Enron
Business Unit transacted, as discussed in Section VLB. of this policy.

"Discretionary VaR" shall mean the VaR capital specified in Appendix I approved by the Enron
Board of Directors that may be periodically allocated by the Enron Corp. Chief Risk Officer to
permanent Commodity Groups listed in Appendix I as provided in Section VI. E. of this policy.

"Enron Business Unit(s)" shall mean Enron Corp. and any entity controlled, directly or indirectly, by
Enron Corp., (including internal groups created for the purposes of trading, or aligned according to the
commodities set out in the Appendices), or any entity directly or indirectly under common control of
Enron Corp. For this purpose, the criteria for establishing "control" of any entity include but are not
limited to, ownership of more than fifty percent (50%) of the voting power of such entity.

"Market Parameters" shall mean market spot and forward prices/curves, market spot and forward
volatility, correlation (where appropriate), market interest rates, spot foreign exchange rates (where
appropriate).

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Proprietary and Confidential

"Maturity/Gap Risk" shall mean the risks related to non-parallel changes of forward prices or interest
rates. For purposes of this Policy, the Maturity/Gap Risk related to commodity Positions with forward
prices shall be measured using a rolling total of the net open position per period, which may be
modified based on the market structure of the underlying Position and pending authorization of the
Chief Risk Officer of Enron Corp.

"Net Open Position" shall mean the aggregate of the open Positions in a Commodity Group on a
Benchmark Position equivalent basis.

"Position" shall mean, collectively, the risk components (including, but not limited to, price risk, basis
risk, index risk, credit risk and liquidity risk) of all products (commodities, financial instruments,
securities, equities, financial assets or liabilities) which have been authorized for trading in the Enron
Corp. Risk Management Policy, any of the Enron Corp. Policies or approved for trading through any
amendments to this Policy.

"Transactions" shall mean, collectively, forwards, futures, swaps, options, or any combination of
these instruments and any other derivative or cash market instruments creating a Position.

"Value-at-Risk" (VaR) shall mean the Potential Exposure related to a Commodity Group or Position
representing the potential change in value resulting from changes including: market prices, interest
rates, currency rates, counterparty credit condition, liquidity, funding and settlement risk, among
others. VaR shall be calculated using the Enron Corp. adopted VaR methodology at the 95%
confidence interval using a 1-day time horizon. Any recalibration or modification of the VaR
methodology or parameters that take into account observed or anticipated changes in market factors or
developments in VaR technologies must be approved by the Enron Corp. Chief Risk Officer or his
designee(s).

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ENRON CORP.
RISK MANAGEMENT POLICY
Proprietary and Confidential

APPENDIX I

Permanent Trading Limits (page 1 of 2):

Commodity Group	Benchmark` Position -	Net Open Position Limit	Matrieity Y Gap Risk Limit	VaR Limit
TRADING PORTFOLIO	$125 MM
Discretionary VaR				$25 MM
				
North American Electricity	North American Electricity Equivalents	90 Twh	25 Twh (Rolling 12-Month)	$54 MM
(EES - $4 MM)
North American Natural Gas	NYMEX Henry Hub Equivalents	500 Bcf	200 Bcf (Rolling 3-Month)	$61 MM
(EES - $1 MM)
Southern Cone Natural Gas	Southern Cone Natural Gas Equivalents.	35 Bcf	20 Bcf (Rolling 12-Month)	$2 MM
Southern Cone Electricity	Southern Cone Electricity Equivalents	3.5 Twh	3.5 Twh (Rolling 12-Month)	$5 MM
				
Metals & Minerals	WE Copper Futures Equiv.	375,000 MT	600,000 MT (Rolling 12-Month)	$8 MM
European Natural Gas	UK Northern Balancing Point Gas Equiv.	200 Bcf	90 Bcf (Rolling 12-Month)	$10MM
UK Electricity (1)	UK Electricity Equivalents	35 Twh (1)	15 Twh (Rolling 12-Month)	$10 MM (1)
Continental Electricity	Continental Electricity Equivalents	20 Twh	20 Twh (Rolling 12-Month)	$4 MM
Nordic Electricity	Nordic Electricity Equivalents	20 Twh	20 Twh (Rolling 12-Month)	$5 MM
Australian Electricity	Australian Electricity Equivalents	3 Twh	6 Twh (Rolling 12-Month)	$3 MM
Japanese Electricity	Japanese Electricity Equivalents	4 Twh	4 Twh (Rolling 12-Month)	$4 MM
Credit Trading	Market Value in USD	$750,000 DV0l/bp total,
$50,000 DV0l/b individual	N/A	$5 MM
Convertible Arbitrage	Market Value in USD	$150 MM	N/A	$2 MM
				
Global Products	NYMEX WTI Equivalents	18 Mil Bbl
(EOL Crude - 2 Mil Bbl)	19 Mil Bbl (Rolling 12-Month)
(EOL Crude - 3 Mil Bbl)	$15 MM
(EOL Crude - $3 MM)
LNG	LNG Equivalents	9 Bcf	12 Bcf (Rolling 12-Month)	$5 MM
Weather Derivatives	Maximum USD Exposure	40,000 EOL equiv. contracts	N/A	$4.5 MM
Coal & Freight	U.S. Eastern Coal Equivalents	30 MM MT	30 MM MT (Rolling 12-Month)	$7 MM
(Freight - $2 MM)
Emissions	S02 Credits	1,000,000 Credits	1,000,000 Credits (Rolling 12-Month)	$3 MM
				

(1) See Temporary Limits - Appendix 11

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  5A-12
=XH006-00445


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L

ENRON CORP.
RISK MANAGEMENT POLICY
Proprietary and Confidential

APPENDIX I

Permanent Trading, Limits (page 2 of 2):

(olnntodii (~rou

;,. } i
_ f	Rench

mark>Positton	

Net Open Pbsihon Lima ,	.,. Lim-' `
ap Rtsk
Maturity /Ga	r VaALi

h ~
mut' ` ~',
Financial Instruments				$5 MM
Interest Rate	USD Notional Equivalent @
AA Libor	$250,000 / by	N/A	-
Foreign Currency	USD Spot Rate Notional Equivalents	$150 MM	N/A	-
Equity Trading	Market Value in USD	$200 MM	N/A	$10 MM
Meats Trading	Futures Contract Equivalents	750 Contracts	N/A	$0.5 MM
C-rain Trading	Futures Contract Equivalents	750 Contracts	N/A	$0.5 MM
Soft Commodities	Futures Contract Equivalents	4,000 Contracts	N/A	$2 MM
				
Pulp & Paper	Pulpex NBSK (Pulp) Futures Equiv.	500,000 MT	500,000 MT (Rolling 12-Month)	$5 MM
Lumber	Board Feet (BF)	44 MM BF	44 MM BF	$500,000
Steel	Hot Rolled Coil Steel Equivalent
Metric Tonnes (MT)	1.5 MM MT	2.5 MM MT	$5 MM
				
Broadband	N/A	N/A	N/A	$2 MM
Advertising Swaps	New York A1849 PR CPP	54 CPP	108 CPP	$2 MM
				
				
MERCHANT PORTFOLIO	Market Value in USD	N/A	N/A	N/A
				
CAPITAL PORTFOLIO				$10 MM
Enron Companies	Market Value in USD	$300 MM	N/A	-
Other	S&P Equivalents	$200 MM	N/A	-

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  5A - 13
:XH006-00446


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ENRON CORP.
RISK MANAGEMENT POLICY
Proprietary and Confidential

APPENDIX II

INTERIM POLICY TRADING LIMITS:

f'rtinmi~dity r=roup,.	l;unchmark Position	Net open Position Limit s
:
, av -4r ~i'S'~':0 r '
SriT~.~s~.a- . r1., .. '.	Malurit_y~ / Ga~ ~Rislc I u ni`t
p	S 'IR I Lrnit	iiEx i atton`Lhmt
~~4 P ,.~, itut u
DRAM Chips	128M SDRAM PC100 Equiv. Chips	2 MM Benchmark Equiv. Chips	1.5 MM Benchmark Equiv. Chips	$1 MM	5/15/01

TEMPORARY POLICY TRADING LIMITS:

r.!
 .z. .y '. ~.., y{. r
ChmmocU~ Gror_PE :,_ wYf?;w ,
Y4.(1.. J~. ...~.
,5 1U tr: `YY2
r+.(''"T t:)4 4.t .,-+ K. y a.Y{'.ai'`:r.
:Y.. t~hQ.i .~.1.,
a y.y M. . irt;C:y fY~'v)' R~'!t
Ir7
~	.: ".;rte! -~ '.y'V:
.~
Bgnchma~frkosihon

~
} .Zf ~
~
~
~	

Net:Q en.P~oi ,:U t

f Y9~ sT .L. S: 2.	

a ri f".Ga sk,' zit'<''r

W ~. tXt '.Al ES Y? ,:,	

A{th Lti %F,VA	

'
.
.
1
f~.~T~~I,.	~.t~~
ei~~a7f
;T~
5
,R~..4~~r~.+~				
UK Electricity	UK Electricity Equivalents	85 Twh (1)	15 Twh (Rolling 12-Month)	$18 MM (1)	(l )

(1) Limit amortization schedule for UK Electricity:

	NOP	VaR
7/1/00	76.5 Twh	$16,65 MM
10/U00	68.0 Twh	$15.30 MM
1/I/01	59.5 Twh	$13.95 MM
4/I/0I	5!.0 Twh	$12.60 MM
7/1/01	42.5 Twh	$11.25 MM
10/1/01	35.0 `fwh	$10.00 MM (permanent limits per Appendix 1)

DISCRETIONARY POLICY TRADING LIMITS:

Discretionary VaR is allocated among Commodity Groups frequently in accordance with the Policy and limits in Appendix I.

E0004403531

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Agenda Item 5b

E0004403532

EXH006-00448


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Transaction Approval Process

E0004403533

5B- 1

Finance Committee Meeting

EXH006-00449


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Proposed Transaction Approval Process
(TAP) Policy Revisions

Organizational
 Adjust for the elimination of Global Functions (and for the related
  elimination of Larry Izzo as EE&CC signatory)

Risk Adjusted Capital Definition
 Add Capital Expenditures to determine aggregate exposure in a
transaction

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5B-2

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Agenda Item 5(b)
TRANSACTION APPROVAL PROCESS
  (Suggested Form of Resolutions)

  WHEREAS, the Board of Directors of the Company approved resolutions on October 12,
1998 adopting the Enron Corp. Transaction Approval Process (the "Transaction Approval
Process") which provides for (i) a process for review and approval of Capital Expenditures (as
defined in the revised policy attached to these minutes) and (ii) a process for prior transactions
involving Capital Expenditures to be reviewed for performance and results; and

  WHEREAS, the Board of Directors of the Company approved amendments to the
Transaction Approval Process at meetings held on February 8, 1999, August 10, 1999, February
7t' and 8th, 2000 May 2, 2000, October 7, 2000 and December 12, 2000; and

  WHEREAS, it would be in the best interest of the Company to further amend the
Transaction Approval Process in order to reflect the following changes: (1) amend the
definitional provisions of the Transaction Approval Process to reflect changes in assignments and
organizational structure of Enron Corp. and changes to the definition of Risk Adjusted Capital;
and (2) amend the Transaction Approval Process by classifying all transactions seeking approval
into conforming and non-conforming transactions and removing the classifications of global
functions and region/business;

  NOW THEREFORE BE IT RESOLVED, that the Company revise the Transaction m
Approval Process to that attached to these minutes and as set forth in these resolutions;

  RESOLVED FURTHER, that the revised Transaction Approval Process is adopted and
approved, that a copy of the revised policy be attached to the minutes as Exhibit A, and that the
persons, officers and Approving Units identified therein shall perform the responsibilities as
specified; for the purposes of this policy a certification by the President, the Chief Financial
Officer, the Treasurer, the Chief Risk Officer (or his or her designee), or any Senior Vice
President to the effect that this policy has been complied with in connection with any transaction
involving Capital Expenditures shall be conclusive evidence of compliance and may be relied
upon by all persons interested in or participating in such transaction, including (without
limitation) the officers signing transactional documents on behalf of the Company and attorneys
issuing legal opinions with respect to the transaction;

  RESOLVED FURTHER, that the revised Transaction Approval Process shall not apply
to the approval process for guarantees except as to those guaranteeing the obligations of
unaffiliated third parties. The approval process for all other guarantees shall continue as
described in the Company's existing "Policy for Approval of Guarantees, Letters of Credit,
Letters of Indemnity, and Other Support Arrangements", and shall be reviewed by the Finance
Group and the Risk Assessment and Control Group;

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RESOLVED FURTHER, that the Chairman of the Board and Chief Executive Officer,

the President and Chief Operating Officer, the Vice Chairman, the Executive Vice President and
Chief Risk Officer, the Executive Vice President and Chief Financial Officer, the Vice President,
Finance and Treasurer, any Vice President of the Company, or any other person authorized by the
Board to act on behalf of the Company be, and each of them hereby is, authorized and
empowered to negotiate, enter into, execute, and deliver on behalf of the Company any
agreements and documentation in connection with any transaction involving Capital
Expenditures which has been approved in accordance with the revised Transaction Approval
Process and as the officers executing such agreements shall approve, such approval to be
conclusively evidenced by such execution; and

  RESOLVED FURTHER, that all actions heretofore taken by the Chairman of the Board
and Chief Executive Officer, the President and Chief Operating Officer, the Vice Chairman, the
Executive Vice President and Chief Risk Officer, the Executive Vice President and Chief
Financial Officer, the Vice President, Finance and Treasurer or any Vice President, in the name
and on behalf of the Company, related to or in connection with transactions of the type
contemplated by the new review process attached to these minutes but which originated prior to
these resolutions, including, without limitation, the execution and delivery of any instruments or
other documents as any such officer shall have deemed necessary, proper, or advisable, are
hereby adopted, ratified, confirmed, and approved in all respects.

a
m
4)

E0004403536

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Agenda Item 5c

E0004403537

EXH006-00453


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Eli Lilly Bundled Energy Outsource

Enron Corp. Board of Directors
Finance Committee Presentation

February 12, 2001

E0004403538

5C-1
  j

=XH006-00454


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Eli Lilly Bundled Energy Outsourcing Relationship
Transaction Capital Request

 Enron Board of Directors approved original transaction in December of 2000

 Request adjustments to deal structure for:

Decrease in Energy Asset Project Capital of $3.4 MM

Add LLC capital and mobilization costs of $8.7 MM

Add Lease component for $99.5 MM to finance Capital
Replacement Expenditures

  r
  r.

E0004403539

5C-2

EXH006-00455


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Eli Lilly Bundled Energy Outsourcing Relationship
Transaction Capital Request

Capital Request:

  Total
- Energy Asset Project Capital '
- LLC Class C Shares (Monetization of
Eli Lily Savings) 2
- LLC Class A Shares 3
- Capital Replacement Expenditures 4
Total Capital Exposure

 NOTES:

  Approved at
December Board Current
  Meetinq_ Proposal Total

$24.5 MM -$ 3.4 MM $21.1 MM

$50.0 MM - $ 50.0 MM
- +$ 8.7 MM $ 8.7 MM
- + $999.5 MM $ 99.5 MM
$ 74.5 MM +$104.8 MM $179.3 MM

1 - Current Energy Asset Project capital amounts decreased due to changes in relevant power/gas price curves.

2 - Up-front payment to Lilly represents a portion of their share of savings; Repayment obligation by Lilly, a AA credit, of $50 MM if
savings not achieved; the Class C shares receive 70% of savings until $50 MM plus coupon is received (EES's Class A Shares receive
remaining 30%); coupon of 9% is "at-risk" depending upon economics of LLC.

3 - Represents EES's share of initial mobilization costs and equity contributions for Projects and Capital Replacement.

4 - EES has agreed to arrange financing for Lilly's Capital Replacement expenditures.

  E0004403540
5C-3

=XH006-00456


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ENRON RISK ASSESSMENT AND CONTROL

DEAL APPROVAL SHEET

DEAL NAME: Eli Lilly	Date DASH Completed: 2/6/01
Counterparty: Eli Lilly and Company	RAC Analyst/Underwriter: Michael Tribolet
Business Unit: EES	Investment Type: Bundled Outsource
Business Unit Originator: Michael Mann / Richard	Zdunkewicz / Capital Funding Source(s): Balance Sheet
Jeff Forbis	Expected Closing Date: 2/20/01
MR Public OPrivate	Expected Funding Date: 2/20/01
lRIMerchant OStrategic	Board Approval: (]Pending OReceived ODenied ON/A
[H]Conforming ONonconforming	
RAC Recommendation: (]Proceed with Transaction OReturns below Capital Price ODo not Proceed

APPROVAL REQUESTED

Eli Lilly Monetization $ 50.0 MM
Equity in LCC $ 8.7 MM
Capital Replacement Projects $ 99.5 MM
Energy Asset Project Capital $ 21.1 MM
Total $179.3 MM

EXPOSURE SUMMARY

This transaction $ 179.3 MM
Existing commodity exposure S 15.5 MM
Total exposure $ 194.8 MM

PHASE II DEAL DESCRIPTION
  v
EES closed Phase I, the commodity management and supply portion of this two-phase transaction, in December of 2000. This 6
request covers Phase II, the assets and labor component, which is an additional fifteen-year deal (TCV $619 million) with Eli
Lilly and Company ("LLY"), where EES will provide the following services:
 EAM Services: EES will develop, design, construct, and implement demand side energy management projects
 O&M Services: EES will provide operation, repair, replacement, and maintenance to energy assets and water systems
(including purified and potable) and will manage Lilly's coal and fuel oil consumption
 Bill Management Services: EES will administer billing for water, sanitary sewer, chilled water, steam, coal and fuel oil at
facilities covered in the transaction
 Lease Financing: EES will provide lease capital for EAM projects and replacement capital projects ($21.IMM and
$99.5MM, respectively)

The outsource services will be provided by EES through an LLC created by EES and Lilly. (Commodity Management
Services are currently being provided directly by EESI.) On a monthly basis, Eli Lilly will make a payment into the LLC
comprising total gross consumption savings from projects, savings from Operational Modifications and Service Level
Enhancements, lease payments for projects and capital replacement, and an O&M baseline (inflated by the appropriate regional
indices). The LLC makes lease payments to EES (as financier) for projects and capital replacement and pays EES (as O&M
manager) for actual O&M expenses. Economics sharing percentages are 70/30 Lilly and EES, respectively. Approximately
239 Lilly O&M employees are affected by the outsourcing.

The LLC is making a distribution to Lilly of $50MM representing the monetization of a portion of Lilly's expected share of
savings. This distribution was an additional inducement for Lilly to enter into this agreement with the LLC. EES will provide
the LLC with the funds necessary to make this distribution through a preferred equity contribution. EES is entitled to a 9
percent preferred return on its equity contribution, and it will receive all of the cash normally distributable to Lilly until its
preferred interest is fully redeemed. After the preferred interest is redeemed, the LLC will split gross savings 70 / 30 to Lilly
and EES, respectively. Lilly will have an unconditional obligation to return the $50MM to the LLC if EES' preferred interest is
not redeemed through normal operations. EES' 9 percent return on the preferred investment, however, is at risk of performance
by the LLC in producing actual savings.

E0004403541

EXH006-00457


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RAC Deal Approval Sheet Deal Name: Lilly - Phase II

EES will provide two separate savings guarantees. First, EES will guarantee that gross consumption savings will be sufficient
to cover the $21.1 million in leases for energy asset projects. Second, EES will guarantee that Lilly, as Class B Member, will
never have to fund O&M losses (i.e., actual O&M expenses exceed the baseline payment). In exchange for this second
guarantee, EES receives a 5% premium to the negotiated baseline (incremental value to EES of approximately $5MM). An
Enron Corp guaranty will cover EES' obligations to Lilly under the contracts.

ELI LILLY OVERVIEW

Established in 1876, the Indianapolis-based company makes Prozac, the world's best-selling antidepressant (and 26% of Lilly's
sales), as well as a variety of other pharmaceuticals, hormones, and nutritional products for humans and animals. Lilly also
produces 40% of the world's supply of insulin. Other products include Gemzar for pancreatic cancer, Humalog (insulin), and
Zyprexa, a schizophrenia treatment also approved to treat bipolar disorder. It is anticipated that these and other products will
offset declining Prozac sales. The Lilly Endowment, a charitable foundation, owns 15% of the company. Ken Lay is on
Lilly's Board of Directors.

2000 revenues were $10.9 Billion and net income was $3.1 Billion. Eli Lilly has 10 manufacturing branches in the US, 5 of
which are served in this agreement. Eli Lilly is rated AA/Aa3.

RETURN SUMMARY

A preliminary model has been received from EES by RAC (displayed below). This model is in process of being validated by
RAC. A DASH addendum will be circulated to reflect the final economics. In the event final economics do not provide a
positive NPV, a revised approval by the Enron Board of Directors will be obtained prior to closing.

Economic Value at Mid:

Recap of EES NPV -		PV 8%
EAM Projects, gross savings	$	51,074
O&M Savings	$	53,856
Value to Lilly	$	(73,451)
Equity contributions	$	(7,412)
Credit Reserve	$	(2,500)
Total value to EES	$	21,567

TRANSACTION UPSIDE/OPTIONALITY

Value from Service Level Enhancements and Operational Modifications not modeled. Additionally, future EAM projects may
be identified. Actual O&M savings may exceed projections.

E0004403542

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=XH006-00458


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KAU Deal Approval sneer
RISK MATRIX

DESCRIPTION
Assets & Labor Risk

 Failure of EES to meet agreed to operational service
levels. Of the 239 employees, approximately 20% are
expected to walkover to EES under the outsourcing. This
will place an emphasis on training new personnel in order
to properly execute the O&M component. Agreement
provides for escalating penalties to EES for failure to
meet service levels (subject to a cap).
 Lilly delay of an approved project that meets criteria set
forth in the agreement
 Lilly delay of an approved OM&R process enhancement
that would have led to energy consumption savings
 Lilly rejects OM&R process enhancement that meets the
Project Checklist set forth in the agreement

 Lilly rejects an EES proposed efficiency project for
reasons other than those permitted under the agreement

 Compliance with FDA's GMP ("Good Manufacturing
Practices") associated with OM&R Services

lieai ivame: laity- rnase ii

MITIGATION/COMMENTS

 Through an extended transition period, EES O&M
personnel will engage in a rigorous training and
certification process prior to servicing energy assets.
There are no union issues. The low percentage of
workers joining EES is primarily due to an offer by Lilly
for those affected to transfer to other positions within
Lilly.
 EES is entitled to recovery of savings through monthly
Project Delay Damages.
 EES is entitled to recovery of savings through monthly
OM&R Delay Damages.
 EES has the right (but no obligation) to implement
projects that meet contractual Project Checklist. EES is
entitled to recovery of savings through monthly OM&R
Rejection Damages, subject to a Lilly deductible and cap
 EES has right (but no obligation) to implement efficiency
projects that meet contractual Project Checklist. EES is
entitled to recovery of savings through monthly Project
Rejection Damages, subject to a Lilly deductible and cap.
 Lilly's Quality Assurance/Quality Control group will be
primarily responsible for compliance with GMP. EES
personnel will, however, be extensively trained in GMP.

Inflation Risk

 Price increases in parts, labor and materials

  Agreement is inflation-neutral. Baseline is escalated via
CPI (parts, materials) and ECI (labor) inflators published
by the Bureau of Labor Statistics for the Midwest Region.

 Inflationary pressure on investments in capital I  Capitall replacement and project costs are passed through
expenditures to Lilly on an actual cost basis through lease payments

Facility Profile

 Change in Facility profile

 Labor disputes (between Lilly and its employees) disrupt
EES's provision of OM&R services

 EES inability to perform services due to: inadequate staff
level, inadequate staff skill level, inability to recruit from
local markets in a timely manner
 Catastrophic or major component failure of equipment
related to replacement capital

 Facility disposal or closure

 Lilly's right to terminate for convenience after year 5

 EES will earn cost + 10% on any facility scope or service
level changes. After 18 months, a new baseline for the
change will be established.
  Labor disputes are considered a Force Majeure event;
EES's contractual obligations would be suspended. All
facilities are open-shop.
 Transition strategy calls for staged facility takeover.
Certification and takeover of a facility will not occur until
EES has demonstrated full operational capability.
 A rigorous capital asset assessment survey will be
executed during the Transition phase. A Capital
Replacement / Maintenance plan has been developed for
execution during the term that will replace or refurbish a
significant portion of Lilly's Energy Assets.
 Lilly makes a Facility Termination Payment equal to
foregone savings, unwind costs, and a recapture of
transaction mobilization expenses.
 EES to receive the Default Termination Payment,
excluding the 2% default premium.

E0004403543

Page 3

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--XH006-00459


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T?AI-T)Pal Annrnvnl Sheet

Deal Name: Lilly - Phase II

Credit Risk
 Lilly's financial position deteriorates / bankruptcy with
executory contracts	
 Lilly is rated AA/Aa3 as of 1/2001
 Material Adverse Change provision: if Lilly's credit
drops to or below `B' (S&P), payment for all service
components is accelerated, invoices are due in advance,
no grace period for bills, a 2% late fee is assessed to
overdue bills, and Lilly funds all projects in-process.
Legal/Other Risk	
 Environmental - EES is liable as the result of disturbing	 EES service quality to ensure hazardous materials are not
currently existing hazardous materials and those	disturbed during project implementation or OM&R
introduced by EES. EES liable for non-compliance with	services. Lilly will provide list of plants and locations of
environmental laws.	known hazardous materials.
 Lilly Default	Upon Lilly default, EES to receive Default Termination
 Consequential Damages / Direct Damages	Payment equal to the greater of present value of all future
	expected savings or originally expected savings, adjusted
	to actual performance after year 5, plus a 2% default
	premium.
 Product Liability Risk	Contractual aggregate limit of $60MM during term;
	$5MM per occurrence ($10MM for environmental) limit.
	Amounts paid by non-EES affiliated 3`d party insurers do
	not count toward the aggregate liability cap.
	 Lilly indemnifies EES for 3`d party product liability
	claims (except for "willful misconduct"). EES only
	indemnifies Lilly for in -plant product or production loss.

KEY SUCCESS FACTORS:

	Poor Fair Good Very Good Excellent
Strategic Fit	X
Transaction Hedge Liquidity N/A	
Counter-party Risk	X
Contract Terms	X
U sell Potential	X
EAM risk mitigation	X
O&M risk mitigation	X

OTHER RAC COMMENTS

A low percentage (20%) of Lilly O&M personnel are expected to join EES. This will make the O&M transition process more
difficult to manage.

Repayment of the $50 million under LLC structure is ultimately Eli Lilly credit risk, via the deficit restoration obligation and is
not dependent on savings to Lilly. Thus, EES is exposed to minimum annual savings of at least 9% on the outstanding Class C
shares. Current savings projections reflect the retirement of the Class C shares by year 11 of this agreement.

EES will guaranty that EAM savings are at least sufficient to cover the lease payments associated with the $21.1 million of
EAM capital.

MILESTONES

Walkover of O&M personnel. The utility operations at the five facilities included in the agreement are scheduled to transition
to EES as follows:

July 1, 2001 Lilly Corporate Center

August 1, 2001 Greenfield E0004403544
June 1, 2002 Lilly Technology Center
July 1, 2002 Clinton
August 1, 2002 Tippecanoe
  Page 4

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EXH006-00460


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  RAC Deal A

Sheet

Deal Name: Lilly - Phase II

APPROVALS
Origination
Structuring
Origination Management
Legal
EES Management
RAC Management
Enron Global Finance
Enron Office of the
Chairman

Name Signature
i
Michael Mann / Jeff Forbis

Richard Zdunkewicz / M. Howe
Michael Mann / Gayle Muench
Vicki Sharp
Lou Pai / Tom White

Dave Gorte / Rick Buy
Ben Glisan / Andy Fastow
Jeff Skilling

  Dat
/ Z,&
L b 67

ao
U

E0004403545

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EXH006-00461


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FROM STRUCTURE FINANCE
  RAC Deal Approval Sheet
  Global Finance Summary (addendum to DASH)

I. Transaction Summary:

Total Deal/Project Capital Commitment
Less: Financings'
Less: Syndications
Net Enron Investment

Amount (MM)

$179.3
-0-
  50.0
$129.3

2. Investment terms and pricing:  Market E] Above Market 0 Below Market

  Describe (if necessary):

3. Financing terms and pricing: E] Market E] Above Market  Delow Market

Describe (if necessary): Documents are drafted with ratings downgrade creating an event of default only when Lilly slides to "B"
level. No financial covenants are incorporated by reference when credit reaches "BB", which are thought to be necessary to sell
this asset into a 125 vehicle & receive full mark to market value. & ultimately will be necessary to sell it to the capital markets
once construction is complete.

4. Legal or practical liquidity restrictions: 0 Unrestrict.rd 0 Legally Restricted 0 Practically Restricted

Describe (if necessary):Lack of covenant structure/downgrade triggers could effect the liquidity for this paper to be sold without
Enron credit enhancement. On the S50MM Lilly monetization, the 9% fixed interest rate exposes us to widening of credit spreads
& changes in the underlying Treasuries until ultimate sale to the capital markets.

5. Any recourse to Enron (other than investment): 0 Recourse 0 No Recourse

  Describe (if any): U
6a. Business unit intent to syndicate: 0 None E] Partial  All

Describe (if necessary):initially the Lilly monetization will be funded through Whitewing. The Mark to market will be effected
initially through Hawaii 125-0 & then subsequently into EES structured finance vehicle by June 30 which will allow us to
capture more MTM income. Ultimately, once construction is complete, sale to the Capital Markets is anticipated.

6b. Intended Enron hold period:

6c. Likely Syndication Market:

E] Industry/Strategic Partner E] Direct Private Equity

  E] Capital Markets
0 JEDT 2
  0 LJM ) or 2
0 Margaux
markets

6d. Is this a JEDI 2 "Qualificd Investment"? E] Yes

0 )EDI
E] Enserco
0 Condor
0 Other: IES FAS13 125 vehicle, ultimately capital

 No.

7. Business unit intent to hedge investment price risk (c.g. with Raptor)?

Describe (if necessary):

Global Finance Representative

Global Finance Legal:

  O None 0 Partial 0 All
C'her l Li shutz
Jordan Mintr

Signature Name (Printed)

Date

E0004403546

(TUE) 2. 6' 01 17:02/ST. 17:01/N0. 4862145047 P 2
  Deal Name: Ell Lilly

-Z//,u ~ z -

EXH006-00462


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AGENDA ITEM 5(c)
(SUGGESTED FORM OF RESOLUTIONS)

  WHEREAS, Enron Energy Service Operations, Inc. ("EESO"), a
wholly-owned subsidiary of the Company and certain of its affiliates and
Eli Lilly and Company ("Lilly"), an Indiana corporation, desire to implement
an energy management program ("Program") designed to outsource the
management of Lilly's energy requirements;

  WHEREAS, in connection with the implementation of this Program,
EESO or an affiliate of EESO and Lilly desire to enter into (i) a Commodity
Management Agreement ("CMA") and (ii) a Limited Liability Company
Agreement ("LLC Agreement") forming a Delaware limited liability
company ("LLC") which LLC will enter into an Energy Services Agreement
(the "Services Agreement") with Lilly under which the LLC will implement
a Program for certain Lilly facilities for up to fifteen (15) years, which
Program services will include energy management services, the design,
procurement, installation and financing of certain energy projects, and the
operation, maintenance, repair and capital replacement of energy
infrastructure at designated Lilly facilities, all pursuant to and in
accordance with a Project, Operations, Maintenance and Repair
Agreement, (POMR") and a Master Lease Agreement ("Lease") each
between EESO and the LLC (collectively the CMA, LLC Agreement, o
Services Agreement, POMR and Lease are referred to herein as the ti
"Agreements"); and to

  WHEREAS, as security for EESO's and its affiliates' obligations
under the Agreements, the Company is required to guaranty the
obligations of EESO and its affiliates thereunder; and

  WHEREAS, the Company deems it is in its best interests that
EESO and its affiliates enter into the Agreements and that the Company
guarantee the obligations of EESO and its affiliates under the
Agreements;

  NOW, THEREFORE, IT IS RESOLVED, that the Board of Directors
of the Company hereby approves in principle EESO's and its affiliates
entering into the Agreements, and the performance of their respective
obligations thereunder.

  RESOLVED FURTHER, that the President and Chief Operating
Officer of the Company be, and hereby is, authorized, empowered and
directed on behalf of the Company, under its corporate seal and
otherwise, to take such further action, as may be deemed necessary or

E0004403547

EXH006-00463


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appropriate in connection with the Agreements, including, without
limitation, the authority and power to approve the execution of the
Agreements and any agreement to be entered into in connection with the
Agreements and to approve a guaranty agreement or agreements
(collectively, the "Guaranty"), each with such terms, conditions and
obligations as the President and Chief Operating Officer of the Company
shall approve, such approval and the approval of this Board of Directors of
the Company to be evidenced conclusively by the execution and delivery
thereof by an officer of the Company, EESO or other subsidiary of the
Company authorized by the President and Chief Operating Officer of the
Company:

  RESOLVED FURTHER, that the officers of the Company be, and
each of them hereby is, authorized, empowered and directed in the name
and on behalf of the Company, under its corporate seal or otherwise, to
take such further action as any such officer may deem necessary or
appropriate in connection with the Company's obligations under the
Guaranty, including the execution of the Guaranty and of any other
certificates or documents as the officers of the Company shall approve,
such approval and the approval of this Board of Directors to be evidenced
conclusively by the execution and delivery of such other certificates or
documents;

  RESOLVED FURTHER, that the officers of the Company, EESO or
other subsidiary of the Company and their respective counsel be, and V
each of them hereby is, authorized and directed (anyone of them acting `o
alone) to take any and all such further action from time to time as any
such officer may deem necessary or appropriate in connection with the
Agreements and the Company's obligations under the Guaranty, including
any amendment or modification of any of the Agreements or the
Guaranty, and to , execute and deliver all such further instruments,
certificates, notices, waivers and documents for and on behalf of the
Company, EESO or the other subsidiary of the Company, under corporate
seal or otherwise, and to pay all such expenses as in their discretion
appear to be necessary, proper or advisable to carry into effect the
purposes and intentions of this and each of the foregoing resolutions; and

  RESOLVED FURTHER, that all actions heretofore taken by an
officer of the Company, or a subsidiary thereof, related to or in connection
with the Agreements and the Guaranty and the transaction contemplated
by these resolutions are hereby adopted, ratified, confirmed and approved
in all respects.

E0004403548

EXH006-00464


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	r	
	s	
		
		
		
m		
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EXH006-00465		


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3nda Item 7	n	
		
m		
		
		
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o		
		
		
		
		
EXH006-00466		

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Adjourn

m
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0
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CA.)
cn
cn

  `~~ ryt a'C,r
7-1 Finance Committee Meeting

EXH006-00467


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Agenda ,		
		
		
		
m		
		
		
		
		
o		
		
ccn		
		
		
		
		
		
EXH006-00468		


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  Agenda
n ti.
  51,
0
  0
0
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EXH006-00469


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=XH006-00470

1. Approval of December 11, 2000 Finance Committee Minutes
2. Financial Reports
  A) Chief Financial Officer Report

  B) Review of LJM procedures and transactions completed in 2000
3. Treasurer Report

4. Chief Risk Officer Report
Quarterly Risk Update
  - Merchant Portfolio Summary
- EES Status Report
  - Market Risk Update
5. Projects and Amendments
  A) Revision to the Risk Management Policy
  - Approve for Recommendation to the Board
B) Revision to the Transaction Approval Process
- Approve for Recommendation to the Board
C) Eli Lilly
  - Approve for Recommendation to the Board
6. Other Business

7. Adjourn

Mr. Winokur

Mr. Fastow
Mr. Causey
Mr. Glisan
Mr. Buy

Mr. Buy
Mr. Buy

Mr. Blachman

E0004403554

See Addendum for Deal Approval Sheets approved between Board meetings

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