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Page 1 of 79
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Finance Cona,

  August 13, 2001
Committee Members 1

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




  CONFIDENTIAL
EXH004-00043

E0004404209


Endless Dossibilities.TM








=============
Page 2 of 79
=============

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EXH004-00044			


=============
Page 3 of 79
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Herbert S. Winokur, Jr., Chairman
Robert A. Belfer
Norman P. Blake, Jr.
Ronnie C. Chan
Paulo V. Ferraz Pereira
Frank Savage AGENDA
  Meeting of the Finance Committee
of the Board of Directors of Enron Corp.
5:00 p.m. (CDT), August 13, 2001
50th Floor Boardroom, Enron Building
Houston, Texas

1. Approval of April 30, 2001 Finance Committee Minutes Mr. Winokur
2. Chief Financial Officer Report Mr. Fastow
3. Treasurer Report Mr. Glisan
4. Chief Risk Officer Report Mr. Buy
Quarterly Risk Update
  - Enron's Assets
  - Trade Credit Update
- Investment Portfolio
  - Enron Energy Services
- Market Risk Update

5. Projects and Amendments
  A) Brokerage Account Authorization
  - Approve for Recommendation to the Board

6. Other Business
7. Adjourn

...

Mr. Glisan

Page
  1-1

2-1
3-1

4-1

4-2
4-3
4-13
4-17
4-21

5-1
5A-1

6-1
7-1

E0004404211


See Addendum for Deal Approval Sheets approved between, Board meetings

=XH004-00045


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Page 4 of 79
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EXH004-00046		


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  57.e,13 MIT.


Enron Corp.
Finance Committee Minutes
from April 30, 2001 meeting


  E0004404213

1-1


EXH004-00047


=============
Page 6 of 79
=============


  DRAFT
MINUTES
MEETING OF THE FINANCE COMMITTEE
OF THE BOARD OF DIRECTORS
ENRON CORP.
  APRIL 30, 2001

  Minutes of a meeting of the Finance Committee ("Committee") of the
Board of Directors of Enron Corp. ("Company"), noticed to begin at 4:00
p.m. C.D.T., but actually begun at 4:25 p.m., C.D.T., at the Enron Building
in Houston, Texas.

  The following Committee members were present, either in person or
by telephone conference connection, where each member could hear the
comments of the other participants and join in the discussion, constituting
a quorum:

  Mr. Herbert S. Winokur, Jr., Chairman
Mr. Norman P. Blake, Jr.
  Mr. Robert A. Belfer a
Mr. Ronnie C. Chan
  Mr. Paulo V. Ferraz Pereira
  Mr. Frank Savage, joined in progress as noted below
Mr. John A. Urquhart

  Committee member Mr. Jerome J. Meyer was absent from the
meeting. Directors John H. Duncan, Ken L.'Harrison, Kenneth L. Lay, and
Jeffrey K. Skilling, Messrs. William S. Bradford, Richard B. Buy,
Christopher F. Calger, Richard A. Causey, Timothy A. DeSpain, Andrew S.
Fastow, Ben F. Glisan, Jr., David G. Gorte, Steven M. Harris, Roderick J.
Hayslett, Mark E. Koenig, Theodore R. Murphy, and Peter E. Weidler, and
Mesdames Rebecca C. Carter, Louise J. Kitchen, and Rebecca A.
McDonald, all of the Company or affiliates thereof, and Mr. Richard N.
Foster, of McKinsey & Company, Inc., also attended the meeting.

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

  Mr. Winokur called the meeting to order, noted that a draft of the
minutes of the meeting of the Committee held on February 12, 2001 had
been distributed to the Committee members, and called for any corrections

EC 004404214


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Page 7 of 79
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  or additions. There being none, upon motion duly made by Mr. Blake,
seconded by Mr. Ferraz Pereira, and carried, the minutes of the meeting of
the Committee held on February 12, 2001 were approved as distributed.

  Mr. Winokur called upon Mr. Fastow to present the Chief Financial
Officer's report, a copy of which is filed with the records of the meeting.
Mr. Fastow reviewed certain finance issues or exposures currently
impacting the Company and discussed recent treasury stock purchase
activity. He presented a chart depicting the Company's interest rate
exposure in different areas and noted the dollar amounts at fixed and at
floating interest rates. He then discussed certain steps being taken by the
Company to increase the average life of the long-term debt maturities and
commented on certain financings previously done by the Company that
had imbedded stock price risk and could potentially require future equity
issuances.

Mr. Savage joined the meeting.

  Mr. Fastow then began a discussion of finance related asset sales
by the business units and certain prepay transactions that were underway.
He noted that the Company was diversifying its funding sources and
compared the,; percentage of funding the Company had received from
banks, U.S. capital markets, and non-U.S. capital markets over the last
three years. He noted that in 1998 banks had accounted for 86% of the
total funds raised while in 2000 the percentage was only 73%. He then
commented on the Company's liquidity and net margin activity and called
upon Mr. Glisan to discuss certain workouts that were underway. Mr.
Glisan discussed the individual workouts; underway and the potential
impact on the Company's liquidity. He then reviewed the aggregate
exposure the Company was subject to related to the Dabhol,, Cuiaba, and
Trakya projects and Azurix.

  Mr. Fastow then noted that the Company was proposing adding two
Deputy Treasurers, Mr. Paul Chivers and Ms. Anne Edgley. He,
commented ontheir backgrounds and, following a discussion, upon motion
duly made by Mr. Blake, seconded by Mr. Ferraz Pereira, and carried, the
proposed officer elections were approved for recommendation to the
Board.

  Mr. Winokur called upon Mr. Glisan to present the Treasurer Report,
a copy of which is filed with the records of the meeting. Mr. Glisan
reviewed the liquidity report as of April 18, 2001 and noted that the
Company's total liquidity was currently over $7.4 billion. He then reviewed

E0004404215

FXH004-00049


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  the Company's active letters of credit and discussed the changes since
year end. He presented the Company's guarantee portfolio as of March
30, 2001 and noted that guarantees continued to be higher than normal
due to the significant increase in the volumes transacted by the Company.
He reviewed key financial ratios and noted that the Company's original
2001 Plan had assumed that a large percentage of international assets
would be sold early in the year. He stated that since this had not occurred
the Company was closely monitoring the key financial ratios to ensure that
they remained within the acceptable ranges absent any infusion of cash
proceeds related to asset sales.

  Mr. Glisan then discussed two methodologies that had been utilized
to determine the Company's cost of capital.. He noted that the first
methodology, a 5-year annualized return, estimated a weighted average
cost of capital ("WACC") of 19.3% while the second methodology, an
equity analyst forecasted stock price, suggested a WACC of 14.1%. He
then discussed the health of the equity markets by presenting charts
depicting mutual funds flow for investment grade corporate debt, emerging
markets debt, all equity, and international and global debt and noted that a
significant amount of money had moved out of the equity markets and into
the debt markets. He then compared the sector spreads of the Company
and four of its peers for three, five, and ten-year yields and commented on
the monthly change in sector spreads. He then discussed the Company's
estimated new issue cost for three, five, and ten-year U.S. dollar-based
fixed debt. He commented on the Company's financing activities that had
already been completed in 2001 and transactions that were currently
underway. He discussed certain notable issuances that had recently been
completed by other companies and reviewed the Company's funding
sources and the fees paid to the top five "fee-earning firms during 2000.

  Mr. Winokur called upon Mr. Buy to present the Chief Risk Officer's
report, a copy of which is filed with the records of the meeting. Mr. Buy
began by presenting a chart depicting the Company's balance sheet
segmented by trade credit, investments, and all other assets. He then
discussed the trade credit portfolio and stated that it had declined by
almost three billion dollars since the end of the year. He reviewed the net
credit exposure by the Company's e-rating methodology and presented the
total net exposure related to the Company's major relationships, which
made up 46% of the Company's total net exposure. He stated that some
of the exposures were being reduced as the Company was receiving
additional collateral and other set-offs. He then reviewed the collateral
position and discussed total incoming and outgoing cash, letters of credit,
and surety bonds. He discussed the Company's top five country net credit

E0004404216

Nt

FXH004-00050


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Page 9 of 79
=============


  exposures and noted that as of March 31, 2001 70% of the exposure was
in the U.S., 13% was in the U.K., and 12% was in Canada.

  Mr. Buy then began a discussion of the Company's investment
portfolio, noted that at March 31, 2001 79% of the portfolio was invested in
private equity, and commented on activity in the portfolio during the first
quarter. He presented charts depicting the portfolio by industry, business
unit investment, and performance category. He then discussed the
performance category in more detail by classifying the investments into
four categories, exceeding expectations, meeting expectations, falling
below expectations, and troubled. He then discussed initiatives by the
Risk Assessment and Control ("RAC") group, including expanding the
investment portfolio to include all former Enron International assets,
revaluing all of the major assets quarterly, reporting the investment rate of
returns to the Board on a quarterly basis, and monitoring off-balance sheet
vehicles.

  Mr. Buy then began a discussion of the RAC group's efforts relating
to Enron Energy Services, LLC ("EES") and commented on the recent
transfer of the wholesale and tariff positions as well as other risk
management functions to the Enron Wholesale Services ("Wholesale")
group. He discussed the major challenges facing EES and the Wholesale
group, including operational risk and tariff, credit, and demand side
management/operations and maintenance exposures. He then updated
the Committee on the progress of the task force, made up of individuals
from the RAC group, the Wholesale group, and EES, and presented a
timeline depicting estimated completion dates of individual projects
underway. He then reviewed the RAG group's analysis of EES's energy
asset projects and stated that EES's progress had been slower than
anticipated during the first quarter due in part to the volatility in the
California marketplace. Mr. Skilling then joined him for a lengthy
discussion of the situation in the gas and power markets in California.

  Mr. Buy then began the market risk update by discussing the profit
or loss that each commodity group had earned during the first quarters of
2000 and 2001 compared to the average Value at Risk ("VAR") it had
taken. He then presented the same information by business unit and
specific commodity. He reviewed the VAR limit utilization by commodity
for the last four quarters and gave an overview of the VAR backtesting for
the twelve months ended March 31, 2001. He then presented seven
stress scenarios that had been analyzed by the RAC group and
commented on the potential impact of each scenario on the Company's
earnings. He then discussed the Company's foreign exchange exposure

E0004404217

tn

V_


EXH004-00051


=============
Page 10 of 79
=============

by currency and commented on the amounts that would be recorded in the
Company's currency translation account and income statement.

  He then began a discussion of the proposed changes to the Enron
Corp. Risk Management Policy ("Policy") and noted that there was no
change to the aggregate VAR limit. He then stated that the changes to the
Policy related to the following areas: 1) increases to the net open position
limit, maturity /gap limit,. and/or VAR for certain existing commodity groups,
2) establishing permanent net open position limits, maturity/gap limits,
and/or VAR limits for certain commodities currently under the interim limit
section of the Policy, 3) extending the interim limits for a certain
commodity, and 4) modifying the reporting requirements to the Office of
the Chairman. Following a discussion, upon motion duly. made by Mr.
Blake, seconded by Mr. Ferraz Pereira, and carried, the proposed changes
to the Policy as discussed . at. the meeting were approved for
recommendation to the Board.

  Mr. Winokur then called upon Mr. Buy to discuss the proposed
changes to the Transaction Approval Process ("TAP"). Mr. Buy stated that
management was proposing certain changes to the TAP to: 1) reduce
required Board approval of revisions due solely to personnel or
organizational changes, 2) add approval authority for certain business unit `~
Chief Operating Officers, and 3) provide further clarification of the TAP.
He reviewed how each of the proposed changes would impact the process
and, following a discussion, upon motion duly made by Mr. Belfer,
seconded by Mr. Blake, and carried, the proposed changes to the TAP as
presented at the meeting were approved for recommendation to the Board.

  Mr. Winokur then called upon Mr. Causey to discuss a proposed
Minority Financing Vehicle, and Ms. Carter distributed a handout, filed with
the records of the meeting, related to the matter. Mr. Causey stated that
management was proposing the Minority Financing Vehicle to optimize the
capital structure of the Company. He then discussed the specifics of the
financing vehicle and answered questions from the Committee. Following
a discussion, upon motion duly made by Mr. Ferraz Pereira, seconded by
Mr. Savage, and carried, the proposed Minority Financing Vehicle
presented at the meeting was approved for recommendation to the Board.

  Mr. Winokur then called upon Mr. Calger to begin the Las Vegas
Cogen II presentation. Mr. Calger presented an overview of the existing
power plant located in Las Vegas and a proposed expansion, Las Vegas
Cogen II ("LVCII"). He stated that the Company had acquired the existing
facility in 1999 and had made improvements to the plant to reduce the heat

E0004404218

EXH004-00052


=============
Page 11 of 79
=============



rate and increase capacity. He stated that there was continued strong
demand for merchant generation projects in the Western Region and that
management was proposing LVCII, which included 222 megawatts of
additional gas-fired generation utilizing four turbines from the Company's
existing turbine portfolio. He noted that the Company would enter into a
15-year, fixed price tolling agreement with Allegheny Energy Supply for the
output of LVCII. He stated that it was. management's intention to finalize
development, commence construction, and divest of the facility prior to
commercial operations. He then reviewed the status of the development of
the project to date, including the source and use of funds. He noted that
the expansion project, combined with the existing facility, would be an
attractive acquisition for generation companies since the facility had
proven, reliable technology, a purchaser would receive a 100% controlling
interest, the location of the facility was in a fast-growing region, and there
would be a tolling agreement already in place. He commented on
companies, which had already expressed an interest in purchasing the
facility and the anticipated gain that would be realized. He stated that
management was recommending approval of $199.1 million to finance
construction of the LVCII expansion subject to completion of the following:
1) execution of a definitive tolling agreement, 2) receipt of the Electrical
Transmission Agreement Confirmation, and 3) execution of the Southwest
Gas Interconnection, Water/Wastewater, and Nevada Power
Interconnection Agreements. Following. a discussion, upon motion duly
made by Mr. Belfer, seconded by Mr. Blake, and carried, the proposed Las
Vegas Cogen II -project as presented at the meeting was approved for
recommendation to the Board.

  Mr. Winokur then called upon Ms. McDonald to begin the Cuiaba
Integrated Energy ("Cuiaba") project presentation. Ms. McDonald
reviewed the history of approvals related to the Cuiaba project and stated
that the project was currently 99% complete. She discussed the items
remaining for completion and noted that the plant was currently operating
on diesel. She then discussed reasons that the project costs have
increased, including complications with the construction in the ridges and
the inclusion of contested change orders. . She then presented a chart
depicting the original project' costs and the additional funding previously
approved by the Board and commented on the sources and uses of funds.
She stated that management was recommending that the Committee
approve additional funding for the project in the amount of $45.6 million
related to.the Company's contribution and an additional amount of $82.8
million in the event that Shell, . one of the project's partners, does not
participate irk the increased cost. Following a discussion, upon motion duly
made by Mr. Blake, seconded- by Mr. Ferraz Pereira, and carried, the

EO004404219



FyNnna_nnnnn


=============
Page 12 of 79
=============


  proposed additional investments, as presented at the meeting, and an
-additional $10 million in discretionary funds to be allocated by Mr. Skilling
were approved for recommendation to the Board.

  Mr. Winokur called upon Mr. Skilling to begin the presentation on the
proposed divestiture of the CEG/CEG Rio ("CEG-Rio") gas local
distribution companies ("LDCs"). Mr. Skilling noted that the Company had
acquired its interest in CEG-Rio in July 1997 through participation in a
consortium. He stated. that the consortium was the winning bidder in the
privatization of the gas distribution companies for the state of Rio de
Janeiro, Brazil and he discussed the total cash investment. He noted that
the Company had held an open auction process for the CEG-Rio and
Gaspart LDCs in November of 2000 and that eight multinational energy
companies had participated in the auction. He noted that Petrobras was
the only company to offer an expression of interest for CEG-Rio and that
the Company had negotiated a purchase and sale agreement with
Petrobras to sell the Company's interest for $241 million plus
relinquishment of Petrobras' right of first refusal with respect to the
Company's shares in the Gaspart LDCs. He then discussed the financial
impact and the major issues of the proposed sale. He noted that there
were minor issues that remained to be resolved and noted that
management was recommending that the Office of the Chairman be given
the authority to ratify the transaction once the issues were resolved.
Following a discussion, upon motion duly made by Mr. Belfer, seconded by
Mr. Blake, and carried, the proposed CEG Rio divestiture as presented at
the meeting was approved for recommendation to the Board.

  Mr. Winokur called upon Mr. Hayslett to begin the Red Rock
presentation. Mr. Hayslett stated that the California market was currently
short on pipeline capacity and that Transwestern Pipeline Company
("Transwestern") was proposing a 150,000 MMBtu per day expansion at a
cost of $95 million. He stated that the expansion would be from various
input points to markets in California or near the California border and
would be accomplished by adding four compressors to the existing
pipeline. He stated that this would increase Transwestern's west capacity
to 1,240,000 MMBtus per day and he commented on the anticipated
timeline for completing the proposed expansion. He reviewed the results
of the open season that was conducted by Transwestern in. November of
2000 and the contract negotiations that were currently underway. He
-stated that management was recommending that authority be granted to
Mr. Skilling to approve the Red Rock expansion subject to the successful
completion of contract negotiations relating to the sale of capacity.
Following a discussion, upon motion duly made by Mr. Ferraz Pereira,

E0004404220

Guunna_nnn5d


=============
Page 13 of 79
=============


seconded by Mr. Belfer, and carried, the proposed delegation of authority
to Mr. Skilling to approve the Red Rock expansion was approved for
recommendation to the Board.

  There being no further business to come before the Committee, the
meeting was adjourned at 5:45 p.m. C.D.T.

  Secretary
APPROVED:

Chairman

O:1Ecm\PortMan\Board Meeting\BOD 08-2001\Planning\Minutes.doc

  va
i



E0004404221


FXHnn4-nnn55


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Page 14 of 79
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	~!	
		Agenda Item 2
		
		
		
		
		
N	s`'	
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N		
		
		
		
		
		
		
		
EXH004-00056		


I









=============
Page 15 of 79
=============

2-1
FXHnnd_nnnri7



=============
Page 16 of 79
=============


  Stock Activity

   Interest Rate Exposure

   Finance Related Asset Sales
Outstanding Financings and Debt
Liquidity - Margin Activity

   Asset Divestitures
Workout Updates

  Ec004404224
2-2


EXH004-00058



=============
Page 17 of 79
=============




Enron Stock Activity,
  (S y ,... ,~ Jt7

	(000) except Share Price j
Stock Trading Activity	- MTM
Description	Shares (000) Avg Price Amount
Opening Balance	- - -
Sold Puts-Strike @ 18.73	13,646 - -
Total Return Swap - June	1,672 $50.08 $83,729
Total Return Swap - July	2,067 $45.12 $93,255
Ending Balance	17,385

EGF Equity Position Limits V@R Notional open
Limit ($MV $10.00 $300.00
Current position ($MlV $5.79 $172.87
-Position limits exclude ENA position which is reiflected in ENA
equity book position report
-Includes 60% of JEDI if an open position


Stock Purchase Activity (Treasu

Description	Shares (000) Avg Price Amount
Opening Balance	577
Repurchases	4,199 $78.95 $331,520
Other Activity	(3,675)
Ending Balance	1,101
	Authorization, Subject to Jim Derrick's approval 20,000,000
	Activity 4,199,000
	EC004404225
t
	2-3

EXH004-00059


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Page 18 of 79
=============


  Interest Rate Exposure
40,000,000
  $36,368,327
605,231 7,272,563
  2,937,215
35,000,000 - 7,434,208
30,000,000 - - - 161,645
  e
  j
25,000,000 665,915 521,202
  500,000 D
  i
8,547,707
  OFloating - 21
20,000,000 - -- - -
  Fixed - 79%
1,533,000 j -
  6,175,000
15,000,000 _ 29,085,764 28,924,119
510,000
  10,000,000 -
5,030,807
5,000,000 - -
9,332,250
  0
  Projects Prepays 125s LTD-Off CP STD LTD-B/S Leases ENE Hedges Total
Notes: B/S Other Liabilities
  1. Current CP Balance of $666 MM represents 15% of floating rate debt.
2. EGF goal of 80/20 fix/flt composition.
  \x
2-4 E0004404226

EXH004-00060


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Page 19 of 79
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Finance Related Asset Sales

  Prepays and 125 Sales ($MM)

EXH004-00061


  12/31/1998 6/30/1999 12/31/1999 6/30/2000 12/31/2000 6/30/2001
Prepays $ 1,258 $ 2,239 $ 2,489 $ 2,962 $ 4,016 $ 5,031
Fasb 125 $ 573 $ 683 $ 1,316 $ 772 $ 1,521 $ 1,533
  $ 1,831 $ 2,922 $ 3,805 $ 3,734 $ 5,537 $ 6,564

  $7,000
$6,000

  E $5,000
E $4,000
m
  $3,000
L
  a $2,000
$1,000
$-


E0004404227


12/31/1998 6/30/1999 12/31/1999 6/30/2000 12/31/2000 6/30/2001



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Page 20 of 79
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Outstanding Financings and Debt
($MM)

  40,000
35,000
30,000
25,000 -

  20,000
15,000
10,000

  5,000

  1998 1999

2000 2Q '01

	1998		1999		2000		2Q'01	
	Year End	% of	Year End	% of	Year End	% of	Quarter End	% of
	Outstanding	Total	Outstanding	Total	Outstanding	Total	Outstanding	Total
Bank	10,885	59%	13,807	54%	17,933	52%	17,954	50%
Cap Mkt - US	71674	41%	10,870	42%	12,897	38%	14,302	39%
Cap Mkt - Non US	-	0%	1,037	4%	3,549	10%	4,102	11%
	Total $ 18,559	100%	$. 25,714	100% $	34,379	100%	$ 36,358	100%
							a	
								

FxHnna_nnnR?





2-6 E0004404228

  I
Capital Mkts - Non-US
  Capital Mkts US
o Bank




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Page 21 of 79
=============


FxHnn4-nnn63

			
Liquidity	- Margin '	Activity
12 Month Margin Activity Statistics (000)
	Net Margin		
	Activity for	Largest	Largest Daily
	Month	Daily Net In	Net Out
August '00	814	576	(97)
September'00	(389)	77	(237)
October'00	131	131	(225)
November'00	2,733	186	(139)
December '00	856	432	(403)
January '01	370	273	(275)
February '01	(400)	219	(227)
March '01	(453)	138	(365)
April '01	(344)	216	(155)
May '01	(428)	97	(358)
June '01	(996)	93	(172)_
July '01	(126)	90	(128)
* YTD Margin Activity	$1.768 billion Net out thru 7/26.
Current Liquidity (000)	
CP Lines			2,750,000
ST Lines			484,000
PRM Asset			300,000
Net AR/AP			1,500,000
Total			5,034,000 }
		Monthly	Daily
Max Margin Out		(995,650)	(403,472)
Multiiple of Max		4	4
		(3,982,600)	(1,613,888)

2-7 E0004404229


;i


=============
Page 22 of 79
=============

			
Summary	Asset	Disposition Status	
				
				
($ in millions)			$	
		Number of	Book`V,ae	Book Value
Disposition Status	, ;	Assets	U~i/S	Off B/S
Sold		27	$142	$109
Sale Pending	(,	9	6.26"_	410
				
2001 Active Negotiation	I	12	1,335	481
2001 High Priority		23	1,007	437
2001 Medium Priority		2	39	0
2002 Active Negotiation - PGE		1	3,266	0
2002 High Priority - Elektro		1	1,998	462
2002 High Priority -All others		20	689	269
Total		95	$10,702	$2,168

					
					
					yl


EXH004-00064



=============
Page 23 of 79
=============


  Workout Updates
Dabhol

  Cuiaba
Azurix
Trakya

  . Other


  2-9 EC004404231
EXH004-00065


=============
Page 24 of 79
=============

			
			

ASF -Detail on Outstanding Fu.ndings

	1998	1999	2000	2Q '01
Bank	10,885	13,807	17,933	17,954
Corp	760	1,334	1,393	895
Unconsolidated Equity Affil - 100%	7,176	7,841	9,717	8,622
Prepay	1,163	2,490	4,016	5,031
125/M onetization	573	1,415	1,539	1,533
Nighthawk	485	-	-	-
Rawhide	728	728	718	718
Zephyrus	-	-	500	500
Valhalla	-	-	50	50
Leases	-	-	-	605
Capital Mkts - US	7,674	10,870	12,897	14,302
On Balance Sheet	5,790	6,294	7,881	9,801
NBPL & FPL	446	646	1,221	1,221
Osprey	-	1,400	2,150	2,150
Marlin	1,024	830	830	315
Firefly	415	415	-	-
Yosemite 1		800	800	800
Nahanni	-	485	15	15
Capital Mkts - Non-US	-	1,037	3,549	4,102
On Balance Sheet	-	530	955	1,193
Osprey Euros = 315 Euros	-	-	297	297
M argaux	-		95	95
Wessex Water Bond	-	507	507	507
Marlin				315
Azurix Bond	-	-	590	590
Yosemite II	-	-	359	359
Yosemite III - GBP	-	-	747	747
Total	18,559	25,714	34,379	36,358
	2-10	E0004404	232	


e

EXH004-00066


=============
Page 25 of 79
=============





ASF - Detail on 125 Transactions

B/U	Deal Name	Origination Date	Maturity Date	Jun-99	Dec-99	Jun-00	Dec-00	Jun-01
ENA	Bammel Looper	12/31/1998	12/30/2013	88	86	82	81	-
ENA	Mid Texas	12/31/1998	6/30/2013	79	76	75	74	-
ENA	American Coal	12/30/1998	10/16/2000	45	118	107	-	
ENA	Powder River	12/30/1998	6/30/2000	43	41	-		_
ENA	Wind River	12/30/1998	6/30/2000	27	26			
ENA	Iguana	12/20/1999	6/20/2000	-	202	-	_	_
ENA	Discovery	12/29/1999	8/30/2000	-	120	120		-
ENA	Bachus			-	-	-	200	
ENA	Catalytica						60	-
ENA	Hanover	6/28/2001	3/28/2002					70
ENA	Hawaii 125-0 Series McGarret K (CGAS)	3/29/2001	12/28/2001	-	-	-	-	31
EBS/ECI	Ghost	12/17/1999	6/30/2001	-	255	255	-	-
EBS	Avici		6/1/2002	-	-	-	35	35
EBS	Hawaii 125-0 Series McGarret H (Braveheart)			-	-	-	57	-
EBS	Hawaii 125-0 Series McGarret I (EBSCS)	3/29/2001	11/20/2002					115
EEL	Hawaii 125-0 Series McGarret,J (Eli Lilly)	6/14/2001	11/20/2002					38
EES	Alchemy	12/28/1999	6/27/2000		11			
EES	Blackbird	12/27/1999	4/14/2000	-	74	-	-	
EES	Hawaii 125-0 Series McGarret C		11/20/2002	-	-	-	30	30
EES	Hawaii 125-0 Series McGarret D		11/20/2002	-	-	30	91	91
EES	Hawaii 125-0 Danno B (Alchemy)			_	_	24	11	-
EES	Hawaii 125-0 Series McGarret G		9/14/2001	-	-	-	47	47
EES	Hawaii 125-0 Series McGarret L (Tahiti)		11/20/2002					30
EES	Tahiti 2	6/22/2001	3/22/2002					20
Corp	Cerberus		5/1/2002				517	517
Europe	Riverside 3/6	1/15/1999	1/15/2002	78	80	75	74	70
Europe	Riverside 9/EEP5 & ECTRL	9/28/1999	12/17/2013	100	3	3	3	3
Europe	Riverside 10	9/28/1999	3/31/2000					
Europe	ETOL						240	228
Europe	Hawaii 125-0 Series McGarret F (Riva)	12/7/2000	11/20/2002	-	-	-	-	52
Europe	Riverside 6 Institutional Invest		6/1/2008					156
Caribbean	Churchill (Puerto Rico)	6/25/1998	1/5/2000	200	200			
Asia/Africa	Piti Power Guam	3/30/1999	3/28/2000	23	23	-	-	-
								
				683	1,316	772	1,521	1,533
								

2-11

EC004404233



EXH004-00067


=============
Page 26 of 79
=============



	ASF	- Detail	on	Prepays
Prepay	Term	Inflows	Dec-98	Jun-99	Dec-99	Jun-00
Gas: Chase II	Sep 95 - Oct 00	224,440	3,706	2,647	413	-
Gas: Chase li	Dec 96 - Jan 00	225,021	(184,851)	(107,536)	(40,984)	(13,872)
Gas: Chase IV	Dec 97 - Dec 01	299,992	(252,755)	(210,151)	(171,146)	(129,995)
Gas: Chase V	Jun 98 - Jul 02	250,000	(240,721)	(205,192)	(173,603)	(140,448)
Gas: Energy America	Jun 98 - May 08	38,443	(40,482)	(37,577)	(35,359)	(34,291)
Gas: Chase VII (APEA)	Apr 99 - Apr 11	287,611	-	(271,687)	(263,745)	(256,654)
Gas: Chase VIII	Jun 99 - Jun 04	500,000	-	(507,324)	(486,471)	(435,179)
Gas: Cage	Sep 99 - Sep 00	(250)	-	-	418	529
Gas: Chase IX	Jun 00 - Jun 05	648,374	-	-	-	(661,938)
Gas: Chase X	Dec 00 - Nov 05	328,258	-	-		-
Gas:Citibank I	Jun 01 - Dec 01	250,000				


Power: CRRA Mar 01 - May 12

Crude: Chase IV	Dec 98 - Dec 02
Crude: Delta	Dec 98 - Nov 99
Crude: Truman	Jun 99 - Sep 99
Crude: Jethro	Sep 99 - Nov 99
Crude: Yosemite I	Dec 99 - Dec 04
Crude: Yosemite II	Feb 00 - Jan 07
Crude: Yosemite III	Aug 00 - July 05
Crude: Chase II	Dec 00 - Dec 01
Crude: Yosemite II Bridge	
Crude: Citibank-Mahll	Ended 12/99
Crude: Chase III	Ended 11/99
Crude: Citibank FX Hedge	May 01 - Apr 06
Crude: Citibank USD	May 01 - Apr 06
Crude: Citibank GBP	May 01 - Apr 06
Crude: Citibank EUR	May 01 - Apr 06

Total


220,180

249,994	(254,387) (242,756) (193,753)
190,000	(189,917) (121,407)
500, 000	0 (488, 809)
675,000	0
800,000	0 - (797,744)
324,000	0 - -
472,000	0 - -
315,000	- -
315,000	(327, 298)

(172, 332)


Dec-00 - Jun-01

9	(9)
(88,390)	(45,605)
(107,499)	(74,027)
(35,046)	(34,439)
(263,192)	(258,729)
(393,457)	(350,083)
(658,136)	(604, 936)
(340,279)	(332,242)
	(250, 592)

  (227,421)
(139,846) (133,051)

(795,157) (832, 326)	(760,194)
(322,982) (332,814)	(319,751)
- ($506,056)	(523, 597)
- ($319,288)	(304,546)

  (46, 973) (23,111) - $0 -
(51, 999) (26,116) - $0 -
  (12, 075)
474,781 (489, 973)
156,732 (158,434)
149,956 (151,103)

$7,894,532 $(1,258,379) $(2,239,019) $(2,489,272) $(2,962,319) $(4,016,320) $(5,030,807)

2-12 ECO04404234



EXH004-00068


=============
Page 27 of 79
=============

		h	
		tt7~ e~
"'7	Agenda Item 3
			
		tt	~
			
			
			
			
			
			
			
m			
o			
			
0			
.p			
p			
0
N			
			
W			
Ui			
			
			
			
EXH004-00069			


=============
Page 28 of 79
=============



_ Enron Corp

Treasurer Report
August 13, 2001



EO004404236

3-1


FHnn4-nnn7n


=============
Page 29 of 79
=============

			
	Enron Corp.	
Active	Letters of Credit	by Category	
	($000)		
	06/30/01	12/31100	12131/99
			
Bids	$ 6,368 $	6,321 $	5,968
Debt	19,925	24,241	52,946
EOTT	144,744	102,089	150,310
Leases	12,573	12,750	15,604
Other	18,261	280,179	80,071
Other Third-Party	10,218	6,605	24,078
Performance	632,184	425,210	522,006
Trade	616,708	634,300	76,269
Grand To	tal $ 1,460,981 $	1,491,695 $	927,252
			


FXH004-00071

3-2


E0004404237




=============
Page 30 of 79
=============


  EnronCorp..
  y Guarantee Portfolio
  (000's)

Trade (Payment & Performance)
EOTT Trade

Swap Agreements ) .,\,


  06/30/01 12/31 /00 12/31/99
$21,641,942 $21,197,904 $17,316,817

  5449744 5445744 440,375

(Master & Individual) 12,474,024
Projects (Non-Debt) 5,724,732
Debt 3,338,969

  Grand Total $43,724,411

%878,431	7,148, 443
4,632,739	4,756,470
3,422, 444	2,493,049
$40,676,262	$32,155,154


E0004404238

3-3

~ 1~

FXH004-00072


=============
Page 31 of 79
=============



Enron Corp		
Liquidity Forecast & Sensitivities	
As of July 27, 2001		
($000)		
Sources Available: Overnight	2-5 Days 5-30 days	Total
Commercial Paper (Backed by committed Bank Revolver) 1 2,750,000		2,750,000
Uncommitted Bank Lines & Loan Sales Lines 2 484,000		484,000
Letter of Credit Facilities 3	917,798	917,798
Net Accounts Receivable/Accounts Payable 4	1,500,000	1,500,000
Net PRMA	300,000	300,000
Shelf Registration for Public Debt Issuance	1,000,000	1,000,000
Shelf Registration for Public Equity Issuance 5	750,000	750,000
Whitewing Vehicle Capacity	30,140	30,140
Merchant Portfolio Available for Monetization	518,488	518,488
Scheduled Asset Monetizations	240,000	240,000
Total Sources Available $3,234,000	$1,947,938 $3,308,488	$8,490,426,

Notes:
Size of A2/P2 CP market: Current $82B, Nov'00 $140B.
Size of Bank Loan Sales/Participation market: Current $10B.

1 CP Program Capacity is $3,350 million
2 Loan Sales Capacity is $550 million
3 L/C Lines Capacity total $2,125 million
4 A/R Sale Proceeds comprise less than 10% of Trade Receivables Available ($11.1 B)
5 15 million shares at $50 per share

E0004404239

3-4

  1

EXH004-00073


=============
Page 32 of 79
=============


  r.

  Enron Corp
Liquidity Forecast & Sensitivities
As of July 27, 2001
  ($000)

  Forecasted Outflows: ON - 10 Days 11-90 days Total
General & Administrative Expenses 160,000 160,000
Marlin Refinancing 915,000 915,000
Debt Maturities 937,000 937,000
Total Forecasted Outflows $0 $2,012,000 $2,012,000

  Contingencies: O/N - 10 Days 11-90 days Total
Margin Postings 1 1,057,000 1,057,000
Deposits To Be Returned 2 _ _
Total Contingencies $1,057,000 $0 $1,057,000

Forecasted Inflows: ON - 10 Days	11-90 days	Total
10 Year Benchmark	750,000	750,000
5 Year Exchange	250,000	250,000
Receivable Monetization	750,000	750,000
Contract Monetization	1,000,000	1,000,000
Total Forecasted Outflows $0	$2,750,000	$2,750,000
		
Represents 99% confinence interval on 10 day V@R based on historical margin.		

2 As of July 17, Enron was in a net depositor position

E0004404240

3-5



EXH004-00074


=============
Page 33 of 79
=============

	21	T1	
	Key Financial	Ratios	
	Focus		
5		Remaining 2001 Transactions to Meet Plan
	4.07 4.16 4.08	Prepays	$1,000
4	3.52 3.69 --*	Contract Monetization	$1,000
		A/R Sale	$750
3		Inventory Sale	$225
	3 .08 3.13		
	2.62	Merchant Asset Monetizations	$125
	2.54		
2			
	2.18		
		Other 2001 Finance Activity	
1			
		Ten Year Benchmark	$1,000
	1998 1999 2000 2Q'01 2001 P		
		Five Year Exchange	$1,000 **
		* Refinances' $975MM Floater Due 9/10	
		Funds Flow Interest Coverage Interest Coverage		** $ 250MM New Proceeds	
			
	E0004404241		
			
			
	3-6		.

EXH004-00075


=============
Page 34 of 79
=============

			
		Rating	Summary
Rating Agency	Long Term	Commercial Paper Outlook Comments
Standard & Poors	BBB+	A2	Stable Our most solid rating agency relationship.
			Has expressed a willingness to improve our
			rating profile if assurances by Enron Senior
			Management are made to improve key
			financial ratios. Had difficult time approving
			extension of Marlin structure.
Moody's	Baal	P2	Stable Very focused on market risk. A detailed
			V@R and market discussion was held June
			27 which addressed their primary concerns.
Fitch 1BCA	BBB+	F-2	Stable Analyst is very positive on Enron core
			businesses and believes negative
			outcomes from India, California and
			Broadband will not have a material adverse'
			impact.
R and I (Japan)	A-	n/a	Stable Supports recent Yen financings.

  E0004404242

EXH004-00076

3-7


=============
Page 35 of 79
=============


  Cost of Capital

5 year annualized return

35.0%
30.0%
25.0%
20.0%
15.0%
10.0%

5.0%
0.0%
Mar-98 Sep-98 Mar-99 Sep-99 Mar-00 Sep-00 Mar-01

Eauitv Analyst Forecasted Stock Prices

		12 Month
Firm	Recommendation	Target Price
A.G. Edwards	Accumulate	55
CIBC Oppenheimer	Buy	80
CSFB	Strong Buy	84
Goldman Sachs	Buy	68
Howard Weil	Accumulate	76
Merrill Lynch	Buy	75
Morgan Stanley	Outperform	85
Prudential	Buy	55
Simmons	Buy	55
		Average 70.3
		Closing Implied
Enron Stock Price	Date	Price' Equity Return
	6/30/2001	49.100 .43.2%

  % of Capital
Cost of Capital Cost Structure
After Tax Debt 4.8% 42% 2.0%
Equity 19.3% 58% 11.2%
WACC 13.2%

EXH004-00077

  % of Capital
Cost of Capital Cost Structure
After Tax Debt 4.8% 42% 2.0%
Equity 43.2% 58% 25.1%
WACC 27.1%


  E0004404243
3-8

  r



=============
Page 36 of 79
=============

Interest Rates
30 Day A2/P2 CP
3 Yr Treasury
  5 Yr Treasury
10 Yr Treasury
Libor (3M)
Equities
Dow Industrials
S&P Index
NASDAQ
Commodities
Natural Gas (Henry Hub)
Crude (NYMEX)

3 Year Sovereign Spreads
Argentina (B-/Caal/B-)
Brazil (BB-/B1/BB-)


EXH004-00078

YTD Max	YTD Min.	YTD Change	12/31/2000	7/2612001
6.45%	3.64%	-2.71%	6.40%	3.69%
5.14%	4.15%	-0.93%	5.13%	4.20%
5.05%	4.45%	-0.35%	4.98%	4.63%
5.52%	4.76%	0.02%	5.11%	5.13%
6.40%	3.70%	-2.69%	6.40%	3,71%
11,338	9,389	(331)	10,787	10,456
1,374	1,103	(117)	1,320	1,203
2,859	1,639,	(448)	2,471	2,023
10.50	2.94	(7.24)	10.50	3.26
32.19	24.70	(0.07)	26.80	26.73
YTD Max	YTD Min	YTD Change	12/31/2000	7/26/2001
26.10%	4.96%	13.33%	7.00%	20.33%
8.55%	4.41%	2.17%	5.02%	7.19%

  3-9 E0004404244


Z



=============
Page 37 of 79
=============



Market Structure
  Sector Spreads

9	HISTORICAL 3-YEAR YIELD			HISTORICAL 6-YEAR YIELD		HISTORICAL 10-YEAR YIELD	
		-Treasury			-Treasury	9	-Treasury
8		Enron	8		Enron	8	Enron

e 7		Duke
Dynegy	
7		Duke
-Dynegy	
7	Duke
Dyne9Y
					o	
	~
fY~ ^	El Paso			El Paso	d	El Paso
6	...~ J	-Mirant	6		Mirant	' 8	Mirant
5		Reliant	5 _	
v	Reliant	r~ \~\	Reliant
		----William s			Williams		Williams
4	~-		4			4 - -T	
p\pp	h\ON
\\p^ p\p~ h\p^ h\O~ \p
L
l
1
1		
p\pp \p. \pN
`V
'
'	
p h\p h\p 1\p~
`p\
`		
p\pp h\p \p \p h\p~ h\p. 1\~.	
	p\
b\
a\
t~\		L\
L \
L
\	j\
L p\L 1\
L 1\		\l \y \1 \l \R \1 \1
h b
h o	
			N			.	
							

Historical 3-Year Treasury Spread (bps	) _f			Historical 5-Year Treasu	Spread b s				Historical 10-Year Treasur	y Spread b s		
	7/20/01	6/22/01	3/31/01	12/31/00		7/20/01	6/22/01	3/31/01	12/31/00		7/20/01	6/22/01	3/31/01	12/31/00
Enron	148	148	139	138	Enron	158	160	161	154	Enron	167	168	173	168
(BBB+/Baal)					(BBB+/Baal)					(BBB+/Baai)				
Duke Capital	132	135	143	139	Duke Capital	114	104	104	113	Duke Energy	132	136	168	158
(AM)					(A/A3)					(A1 /A+)				
Dynegy Holdings	202	193	205	179	Dynegy	163	163	186	169	Dynegy Holdings	182	178	208	186
(BBB+/Baa2) ,					(BBB+/Baa2)					(BBB+/Baa2)				
El Paso (Coastal)	168	155	160	128	El Paso (Coastal)	183	175	172	171	El Paso (Coastal)	222	203	186	193
(BBB/Baa2)					(BBB/Baa2)					(BBB/Baa2)				
Mirant (Sthn Energy)	252	249	290	N/A	Mirant Americas	241	242	N/A	N/A	Mirant Americas	273	284	N/A	N/A
(BBB-/Baa2)					(BBB-/Baa3)					(BBB-/Baa3)				
Reliant Energy	237	263	240	N/A	Reliant Energy(Arkla)	218	220	221	239	Reliant Energy	237	263	268	N/A
(BBB+/Baa2)					(BBB+/Baa2)					(BBB+/Baa2)				
Williams	182	179	160	122	Williams	188	182	176	176	Williams	217	198	198	210
BBB-/Baa2					BBB-/Baa2					(BBB-/Baa2)				

E0004404245

3-10

EXH004-00079


=============
Page 38 of 79
=============



Energy Sector Update

 Over the past two years, strong industry fundamentals have caused the energy sector to out
perform the Investment Grade Credit Index and other industry sectors.
  Strong commodity prices
Consumer demand driven by the strong economy
Supply sufficiently restricted by a disciplined OPEC
 Bond Market Technicals also favored the energy sector
  Lack of Supply - Energy companies have had little need to issue new debt as record
earnings have left them flush with cash. In fact, many companies are actively reducing debt
levels. As a result, Investment Grade Energy Issuance was down over 40% in 2000
  .- Increased Demand - "Credit Blowups" in other sectors drove investors to the relative safe
haven of the energy sector, where earnings and credit fundamentals have been strong



U,
O.
N
F
Gf
N
M
N
X
W

  200-
190-
7180
.0 170-
0
  160-
M
y 150
N 140
130
120
110
100
Jan-00 Mar-00 May-00 Jul-00 Sep-00 Nov-00 Jan-01 Mar-01 May-01

  _ Invst. Grade Credit-- Energy -Integrated

3-11

EOO04404246

EXH004-00080


  Jan-00 Mar-00 May-00 Jul-00 Sep-00 Nov-00 Jan-01 Mar-01 May-01
Invst. Grade Credit-`M- Energy -- Integrated

-Source: Lehman Brothers



=============
Page 39 of 79
=============

						
						

Energy Sector Update


  Recently, industry fundamentals have deteriorated and are beginning to lead to an
investor perception of increasing risk within the sector
  - Increased supply of non-OPEC oil and natural gas
Current price level is very fragile
  The California energy crisis has focused investors on potential for reregulation / slowed
deregulation in the wholesale sector.
 The Relative Value of the energy sector is becoming less compelling due to the
deteriorating industry fundamentals
  - Energy bond spreads are currently at historically tight levels, despite a recent 7% drop
in the Standard & Poor's Energy Index
  - Investors may soon decide that other industry sectors provide a more compelling value

-Source: Lehman Brothers

3-12


E0004404247


EXH004-00081


=============
Page 40 of 79
=============


  y~ r

  Energy Sector Update

Technical Analysis - Growing Correlation between Equity and Debt Performance

 As stock prices underperform spreads tend to widen as both debt and equity investors are
responding to similar concerns in amid the slowing economy.

 This pattern has been particularly noticeable in the telecom sector, which has been among the hardest-
hit sectors in both markets.

 As the Enron stock price has declined from a six-month high of $82 on January 26, 2001 to its closing
price of $49.10 on July 11, 2001, the spread on Enron's outstanding debt securities in the Lehman
Brothers Corporate Index has widened from 149 to 175 bps.

  275
250-

CL 225
N
M
T 200-
U)
  175
150
Jul-00 Sep-00 Nov-00 Jan-01 Mar-01 May-01
  -Telecom Index Spreads - Telecom Index Price

-Source: Lehman Brothers

EXH004-00082

$80.00
  a 175
U
  N
  Y 150
$50.00 a a
  U)
  125

$80.00
  0
00
0
$60.00 U

$20.00 100-'-T~_ - ~~ $40.00
May-00 Jul-00 Sep-00 Nov-00 Jan-01 Mar-01 May-01
  -Enron Debt Spread -- Enron Stock Price

3-13 E0004404248

  $100.00


o/




=============
Page 41 of 79
=============


  Current Treasury Rates

  Within a Historical Context

TREASURY YIELD CURVE
  9 WEEKLY DATA: JANUARY 01, 1995 THROUGH JULY 16, 2001
6
8
  7
r
  7
m
0 6
0 6 0
3i m
  5
5

  4 4

0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30	1996. 1997 1998	1999	2000.	- 2001	
Years-to-Maturity	-				

Treasury Yield Curve Based on the Close of: June 27, 2001
- Treasury Yield Curve Based on the Close of: December 31, 1986	-
- - -- --- U.S. Government 2-Year Maturities
--- - U.S. Government 5-Year Maturities	-
High
7.63%	Summary
Low
3.84%	Statistics:
Average
5.67%	
Latest
4.08%
----- Treasury Yield Curve Based on the Close of: December 29, 1989	------- U.S. Government 10-Year Maturities	7.87%	4.02%	5.84%	4.76%
Treasury Yield Curve Based on the Close of: December 29, 1995	- U.S. Government 30-Year Maturities	7.86%	4.29%	5.97%	5.24%
----- Treasury Yield Curve Based on the Close of: December 31, 1999
Percentage of Times Historical Treasury Rates Have Outperformed Curren
Benchmark Treasury Current Rate as of 0	
t Levels
7/11/01 % of Time	7.89%	4.85%	6.20%	5.63%
2yr 4,03%	10.1%				
5yr 4-76%	12.0%				
10yr 5.28%	18.3%				
30yr 5.68%	20.4%				
					


-Source: Salomon Smith Barney


EXH004-00083

  E0004404249
3-14






=============
Page 42 of 79
=============

		
Estimated New Issue Cost
Enron Estimated New Issue Cost	
	3y 5y	1Oy
USD fixed	5.90% 6.51%0	7.09%
USD Equivalent libor Funding Spreads	
USD	0.85% 1.04%	1.08%
- Sterling	0.87% 1.04%	1.29%
Euro	0.85% 0.96%'	1.16%
Yen	1.00% 1.25%	1.35%
Enron Activity 2001		
Completed		
Deal Amount	Rate Term Comment
0% Convertible Note $ 1,907 MM	0%	2/8/2021 2.125% Accretion
TGS $ 150 MM	Libor + 298	5 year
CLN $ 825 MM	7.37%	5 year USD , GBP , EUR
Marlin $ 920 MM	6.31%	2 year USD EUR
Revolver $ 1,750 MM	Libor + 55	1 year 51 Bank Participants
LC Facility $ 500 MM	Libor + 40/62.5	1 year 51 Bank Participants
		E0004404250
	3-15	
EXH004-00084		


=============
Page 43 of 79
=============

			
.
Compari	of Funding
son	
.
Spreads	
	2001 BBB+/Baa1		
USD Spreads	EUR Spreads	GBP Spreads	
350	350	350	
G:300	300 -	300	
:;;250 -	250 -	-c 250 -	
a, 200	200		
n150 --	CL 150	
50 '	
c
100	100 ; -	100 -	
"-
0
050	50 -

0
~,	c 50


~,	
	0		
10.00 20-00 30
00	- 10.00 20.00	- 10.00	20.00
.
Years	Years	Years	
 USD Spreads -ENE Spreads	 EUR S reads ENE Spreads]	GBP Spreads - ENE Sp	reads]
-The outlying points in the USD graph are	-The outlying points in the EUR graph is the	-The outlying points in the GBP graph	is
foreign companies issuing in USD.	Dutch telco KPN NV.	the Dutch telco KPN NV.	
-PSE&G has the 30 year outlier.			
Widest (10yr)	Widest (5-7yr)	Widest (5-7yr)	
HQI Transelec Chile SA 309	. Koninklijke KPN NV . 290	Koninklijke KPN NV	325
ERAC USA Finance 305	TPSA Euro Finance BV 213	Worldcom Inc	234
Allegheny Energy 291	Worldcom Inc 181		
Tightest (10yr)	Tightest (5-7yr)	Tightest (5-7yr)	
Florida Power Corp_ 133	Koninklijke Ahold NV 120	BG Energy Capital. PLC	120
Exelon Corp 158	WPP Group PLC 122	Avon Energy Partners Holdings	168
Canada Natural Resurces Ltd. 160	NYA Birka Energi 135		
-Source: Salomon Smith Barney	
E0004404251	
	3-16		
EXH004-00085			


=============
Page 44 of 79
=============

	
Comparison of	Funding Sp reads
Marketers and Producers
375.0		
		
		
		
325.0		
CL
275.0		
.v _		
		
CL		
225.0		
175.0		
125
0		
.		
01/02/01 02/05/01 03/12/01	04/16/01 05/21/01 06/25/01 07/30/01
Mirant 8.300% due 05/01/11	NRG Energy 8.250% due 09/15/10
Calpine 8.500% due 02/15/11	_. Allegheny Energy 7.800% due 03/15/11
PSEG Pow er 7.750% due 04/01	/11 EI Paso 7.000% due 05/15/11
-Enron 6.75% due 08%01/09	The Williams Cos 6.750% due 01/15/06
	3-17 E0004404252


EXH004-00086



=============
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=============

				
				
C)				
0				
				
.p				
0				
				
N				
				
W				
				
				Agenda item 4
				
				
				
				
				
				I 1P,
				
				
				
				
				
EXH004-00087				


=============
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=============


  Enron Corp.

  _Chief Risk Officer Report =F~
August 13, 2001

  s
E0004404254
4-1

EXH004-00088


=============
Page 47 of 79
=============

				
		Enron'	s Assets	
TOTAL		as of June 30, 2001	Part 1  Trade Credit Update

BALANCE SHEET			,
ASSETS	T
d
f	q		
	ra
e Credi	q		Part 20 Investment Portfolio
$63
5 Bn	$16
3 Bn			
.	.			
$67.3 Bn	$19
9			
	.
Price risk management a	
ssets,		Part 3 - Enron Energy Services
	net of credit reserves
Accounts receivable
Lk	
1~
.44		
Part 4
Market. Risk Update
FF Investments
$8.9 Bn			
	-Wholesale Services			
	(North America, Global			
				
	Markets, Net. Works and			
				
	-Enyon Global Assets			
	& Services			
	Principal			
	Investments			
			0004404255
E
Numbers in italics represent comparable amounts at March 31, 2001.	4-2	
EXH004-00089				


=============
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=============


  Trade Credit Update

  E0004404256
4-3

EXH004-00090


=============
Page 49 of 79
=============

		
	Trade,Credit	Portfolio	
	as of June 30,	2001	
	In $Bn's	Investment Grade
	8:21	
Non-Investment Grade
($0.59)
	r
18%	($1.46)	
			
	21	%
$0.16)	
	($0.25)	($0.33)	
~~	($0.16)		
			tk ~'. r
			ICI
			69%'
30%
~			
'
..31%
,			
			
Gross Exposure	Cash Collateral*	Other Collateral*	Net Exposure
		(including monetizations)	
$16.31	($1.40)	($0.75)	$14.16
$19.93	($3.90)	($1.79)	$14.24
* Only includes. collateral utilized.			
Numbers in italics represent comparable amounts at March 31, 2001. 4-4		
		E0004404257	
EXH004-00091			


=============
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=============


Net Credit Exp....... osu re by. E-Rating

  EC.:UU44U4Lt
EXH004-00092



=============
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=============

				
		Major Relationships.			
		as of June 30, 2001			
		Total Net Exposure $14.16 En			
			Gross		Net
		Parent	Exposure	Collateral	Exposure
		E-Rating Relationship	In $MM's	In $MM's	In $MM's
		4 TXU Corp.	1,857	(277)'	1,580
		5 Sierra Pacific Resources	570	-	570
		12, PG&E Corp.	505		505
		1 Koch Industries, Inc.	404		404
	
`	4 El Paso Corporation	384		384
All	s
Major	4 DynegyInc.	268		268

Others	
Relationships;	1 BP p.l.c.
3 C
a	330	(92)	238
		or
l Energy Holding, L.P.	227	-	227
56%	44%	1 Government Of The United States	203		203

54;0
"	46%	3 TransAlta Corporation	191	(1)	190
			6	Calpine Corporation	164		164
			11	Edison International	154	(5)	149
		3 TransCanada Pipelines Limited	140		140
		2 FPL Group Inc.	140	-	140
		5 Avista Corporation	118		118-
		4 Dominion Resources Inc.	110		110
		2 Bonneville Power Administration	105		105
		3 Public Utility District No. 1 of Snohomish County	98	-	98
		CMS Energy Corporation	90		90
		4 Tosco Corporation	86		86
		5 Canadian Natural Resources Ltd.	86		86
		3 American Electric Power Company Inc.	83		83
		3 Westcoast Energy Inc.	82	-	82
		3 Sempra Energy	177	(97)	80
		4 Petro-Canada	79	-	79
		2 Duke Energy Corporation	105	(66)	39
		4 Reliant Energy Inc.	182	(149)	33
		Major Relationships Total	6,938	(687)	6,251

  Counterparties new to "Major Relationships" list

II Non-Investment Grade Credit Exposures
Numbers in italics represent comparable amounts at March 31, 2001. 4-g

E0004404259

EXH004-00093


=============
Page 52 of 79
=============


  Top 25 Net Credit Exposures for June 30, 2001
  In $MM's

		
E-Rating Counterparty Name (Legal Entity)	March 31, 2001	June 30, 2001 ,
4 TXU Europe Energy Trading Ltd.	1,435	1,554
12 Pacific Gas & Electric Company	474	474
5 Nevada Power Company	2	422
2 Koch Petroleum Group, L.P.	255	393
3 El Paso Merchant Energy, L,P.*	-	214
4 Dynegy Power Marketing, Inc.*	-	196
3 Coral Energy Holding, L.P.	96	193
1 United States Department of Energy*	-	188
3 TransAlta Utilities Corporation	521	172
1 BP Energy Company	70	163
17 lCalpine Energy Services, L.P.	195	160
4 Coastal States Trading Inc.	96	154
5 Sierra Pacific Power Company	1	149
12 Southern California Edison Company	156	145
2 Florida Power & Light Company	106	134
2 Bonneville Power Administration	769	105
3 IBM Corporation*		102;
3 Public Utility District No. 1 of Snohomish County*		98
3 Virginia Electric and Power Company	11	87
4 Tosco Corporation	1	86
3 TransCanada Pipelines Limited	36	85
4 Canadian Natural Resources	132	82
4 Petro-Canada Oil and Gas	151	79
2 The Peoples Gas' Light & Coke Company*	-	78
12 . Owens Corning	52	77
	Top 25 Total	5,590
Other Net Credit Exposures	8,570
Total Net Credit Exposure	14,160
`Zero balances represent a net obligation for Enron as of reporting date		
Counterparties new to "Top 25" list		
4-7
Non-Investment Grade Credit Exposures	
.	E00044042	60

EXH004-00094


=============
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=============

			
	Collateral*	
	as of June 30, 2001	
	In	$MM's	
Counterparty	Amount	Counterparty	Amount
			
CASH POSITIONS		INCOMING LETTERS OF CREDIT	
The Chase Manhattan Bank (1)	586	Allegheny Energy.Supply Company, LLC	177
Reliant Energy Services, Inc.	135	TXU Energy Trading Company	115
Morgan Stanley Capital Group Inc.	120	Constellation Power Source, Inc.	75.
BP Corporation North America Inc.	92	Axia Energy,LP	44
The New Power Company	70	Woodward Marketing, L.L.C.	26
Duke Energy Trading and Marketing, L, L. C.	66	The Premcor Refining Group, Inc.	20
PG&E Energy Trading - Power, L.P.	60	Reliant Energy Services Canada Ltd.	18
Sempra Energy Trading Corp.	42	Global Crossing Bandwidth, Inc.	18
Powerex Corp.	40	PanCanadian Energy Services Inc.	16
PanCanadian Energy Services Inc.	34	Sempra Energy Trading Corp.	13
PSEG Energy Resources & Trade LLC	32	Other	346
		Total Incoming Letters of Credit	868
Other Cash - Incoming	121		
Other Cash - Outgoing	(170)		
Powerex Corp.	(40)	OUTGOING LETTERS OF CREDIT	
Merrill Lynch Capital Services, Inc.	(49)	California Power Exchange Corporation	(107)
Phibro Inc.	(54)	Pacific Gas & Electric Company	(100)
J. Aron &' Company	(63)	Powerex Corp.,	(89)
Mirant Americas Energy Marketing, L.P.	(101)	Duke Energy` Marketing Limited Partnership	(80)
Aquila Risk Management Corporation	(112)	Louis Dreyfus Corporation	(17)
Reliant Energy Services, Inc.	(124)	LG&E Energy Marketing Inc.	(4)
Morgan Stanley Capital Group Inc.	(142)	Other	(4)
Duke Energy Trading and Marketing, L.L.C.	(351)	Total Outgoing Letters of Credit	(401)
Mahonia Ltd	(442)		
Net Outgoing Cash	(250)		
Total Incoming Cash	1,398	OUTGOING SURETY BONDS	
Total Outgoing Cash	(1,648)	Mahonia. Ltd	(1,266)
		ISO New England Inc.	(40)
		Total Outgoing Surety Bonds	(1,306)
OUTGOING SECURITIES			
Bank of Montreal	(34)		
* Includes all collateral, including collateral not utilized.			
(1) Includes amount related to prepay structure with Mah	onia Ltd.	4-8	
		E0004404261	
EXH004-00095			


=============
Page 54 of 79
=============


Change in Cash Collateral*
  In $MM's

		Incoming Cash
6,000			Outgoing, Cash
5,000	4,760	-	Net
		3,897	
4,000			
	2,633		
3,000			
2,000			1,398
	down vnpwp~		
		`	
1,000	347 1,709
1	1,720	
	,		
			
0			
(250
(1,000)			
(2,000}			
	(1,286)		(1,648)
(3,000)-		(2,177)	
	(3,051)		
(4,000		
09/30/2000 12/31/2000	03/31/2001	06/30/2001
* Includes all collateral, including collateral not utilized.		
4-9	E0004404262	
FXH004-00096		


=============
Page 55 of 79
=============


  Top 5 Country Net Credit Exposures
  In $IVIIVI'S Sweden . 43
Switzerland _ 42
Australia 37,
Netherlands 36
  %of % of Mexico 33.
E-Rating Country, March 31, 2001 Total June 30, 2001, Total Slovakia 30
Norway _ 27
  1 USA 9,977 70% 10,246 72% Cayman Islands 27
1 United Kingdom 1,817 13% 1,833 13% China 26
1 Canada 1,755 12% 1,356 10% Italy 21
1 Germany 150 1 % 127 1 % Croatia 20
4 Czech Republic N/A 47 Colombia 17
  Belgium 16
Top 5 Total 13,609 France 16
Other Net Credit Exposures 5511 South Korea 13
  Total Net Credit Exposure 14,160 Japan 12
Finland 11
Bermuda 11
  Counterparties new to "Top 5" list Slovenia 10
Brazil 10
United Hong Kong 9
  ' Kingdom Austria 9
`2 Portugal 8
$1,833Spain 7
i
  r4. ; Argentina 5
Ireland 5
Bahamas 4
Panama 4
  Canada ,.., Oman 4
Gibraltar 3
$1,356 r Germany, a ,
  $1 755 $127 k< `~ Turkey 3
Indonesia 3
<~ Monaco 2
  United Bahrain 2
States Saudi Arabia 2
to India 2
  $10,246 Thailand 2
$9,977 South Africa 2
Chile 1
Singapore 1
Greece 1
Taiwan 1
Denmark 1
British Virgin Islands 1
Other 11
  * Calculated based on country of incorporation. ` Total 551
Numbers in italics represent comparable amounts at March ' 1 20171 4-10

  E0004404263
EXH004-00097


=============
Page 56 of 79
=============



California Update
  In $MM's

  Utility Exposure Net Exposure Trading Affiliates Net Exposure
Pacific Gas & Electric Company 474 PG&E Energy Trading, Canada Corporation 25
  PG&E Gas Transmission, Northwest Corporation 5 ,
PG&E Energy Trading-Gas Corporation 1
Total PG&E Affiliates 31

  Southern California Edison Company 145 Edison Mission Marketing & Trading Inc. 2
Edison International 2
Total Edison Affiliates 4

  Total Utility Exposure 619 Total Trading Affiliates 35

  Pacific Gas & Electric Company filed bankruptcy on April 6, 2001. Enron is ,a member
of PG&E's creditor committee.

  # Southern California Edison Company is in default on bank debt. No bankruptcy filing
to date.

  e Lower spot power and gas prices, favorable filing by California Department of Water
Resources, and current rate environment should improve ability for utilities to recoup
past power cost.

  4-11

E0004404264

EXH004-00098


=============
Page 57 of 79
=============

			
	Credit	Reserve Historical	
Comparison
		In $MM's	
420			
400			
380			
Actual		
360					
340--			
'320			
300			
280			
260			
240			
220			
200			
180			
160			
140			
120			
100			
			
00
a)	00 00 00
0) 0) d)	c rn 0rn 0) rn 0 0
o) 0) 0) 0) c) Q) 0 0	0 0 0 0
0 0 0 0 0 0 0
~	` < 0 o	U a :3 0 < o 0 a	C 0) o 0 ~ <
			
Required Reserve: Amount of reserve required for existing portfolio after simulating de	faults and assuming 50% recovery.
		4-12 ECO04404265

EXH004-00099



=============
Page 58 of 79
=============


  Investment Portfolio

  E0004404266
4-13

EXH004-00100


=============
Page 59 of 79
=============


  Investment Portfolio Summar
  v
In $MM's

  3/31/01 6/30/01
Net Portfolio Carry Value $8,622 Net Portfolio Carry Value $8,923
F Private Equity
  $6,808 F Private Equity
79% $7,303
Public Equity
  $997
120
L
  Real Property
  Structured Equity operty
Structured Equ
  ity
Debt $219
  Debt $44
$598 2%
  7% $656 1%
  Q2 2001 Activity 7%
--- - ------ - --
Net Portfolio Net Portfolio
Carry Value Net Net Change in Carry Value
3/31/01 Additions Disposals Syndications Valuation 6/30/01
$8,622 $758**_ ($238) ($201) ($18) $8,923

  * Investment Portfolio excludes EES, Azurix, Dark Fiber Assets, Enron Wind Corp, Enron Transportation Services, Bridgeline, TNPC, etc.
** Includes $357MM related to Daishowa/Project Crane funded in Q2 2001 (approved in Q4 2000) and $105MM-related to Cuiaba.
  4-14
  E0004404267
EXH004-00101



=============
Page 60 of 79
=============


  Summary of Investment Portfolio
  as of June 30, 2001
In $MM's
  Net Portfolio Carry Value $8,923
by Business Unit

  Global Assets

  North America
  f<=
Europe
  78
  17%
2os
_ Net
  by Industry X84 $18S
  1% 0% by Performance Category
1% 0%'
  Regulated Industrial Global Below
Utilities Markets Markets Ex etations
$2,686 $494 _' $163
  30% 5% 2%
r

  roubled
24
  Non-Regulated Eno 45%
Power Generation Upstream
  $3,173 $859
36% 10%
Paper
  34% 12%
  $479

  5E0004404268
Energ Services
  Other 5168 Expectation
$227 2%
  2% 3% 7%
3% 12%
Numbers in italics represent comparable amounts at March 31, 2001. 4-15

FXH004-00102



=============
Page 61 of 79
=============

		
	Portfolio Summary	
	as of June 30, 2001	
	In $MM's	
	Net Portfolio Carry Value $8,923	
	L Exceeds Expectations	
	EcoElectrica, L.P.' Equity	197
	Vengas	142
		
		
b
Performance Cate
or	
y	g
y
Mariner	
.517
Below	Transportadora De Gas Del Sur	451
Expectations		
>
$1,943	Daishowa Forest Products	357
_
sa%	El Paso (East Coast Power Proceeds)	.266
		
	.. Below Expectations	
		
	,.,' Sarlux	350'
r	SK - Enron	298
	Trakya	216
	Gaspart	192
	Promigas	159
	COPEL	97
Exceeds		
Expectations	-	
$574		
7%		
12%	Elektro	2,031
	Dabhol	849
	Cuiaba	537
	CEG	199
	Transredes	144
	Bahia Las Minas	109
Numbers in italics represent comparable amounts at March 31, 2001. 4-16 ECO04404269	
FXHnn4-nn1n3		


=============
Page 62 of 79
=============


  A R,

  Enron Energy Services

  E0004404270
4-17

EXH004-00104


=============
Page 63 of 79
=============


  EES Reorganization

  Management and legal groups have been completely
revamped and task forces formed to address major
challenges.

  RAG will continue to monitor progress and report to the
Board.

  E0004404271
4-18

EXH004-00105


=============
Page 64 of 79
=============



  Major Challenges Update

Tariff Exposure Uncertainty surrounding Direct Access in California.
Unfavorable legislative vote could require switching customers
back to utility service resulting in losses and regulatory risks.
Continued unfavorable changes of tariff components including
generation, transmission and distribution charges and
Competitive Transition Charges.

Credit Exposure Credit exposure is not aggregated accurately due to
deficiencies in deal capture, risk management and settlements.
High working capital requirements continue due to contract
structures and inadequate infrastructure in settlements.

Operational Risk Existing deficiencies in the front, middle and back office
processes result in an inability to mass market.
Consumption Risk Inability to capture, quantify and manage changes in
I Load Shape customers' overall consumption patterns and changes in load
profiles.

  E0004404272
4-19

EXH004-00106


=============
Page 65 of 79
=============

	
EnergyAsset	Projects
Net Present Value as of July 27, 2001
$200 Step 1 - Enron Approval Plan / Actual	
$180	Step 2 - Customer Approval Plan / Actual	
	Step 3 - Installed Plan / Actual	
$160	-- Step 4 - Actual Savings Validated	+":. `4
C $140		
	f ,r .
0. $120 -	000
'Q $100	d	
!Q $80 -	
1
00
N $60	1	
w
$40	r	

$20	1 1
j r	
		

mU ,~t o~ eQ ev ~c o~
~` )
O ~` )	o'` o`~ ory oti AO
e~ 2v a~ J~ eQ ec,
` )
O
r
5
O	5
a O
	Actual vs. Forecast Project Performance
 Project approval and installation are	
slightly behind plan	250%
	200%		
 Project performance measurement is Cal	150%		
progressing, 40 projects have actual	50%		R
	%			--narinnO	
savings validated (out of 530 completed Z	0			
e
projects) -	-50%
100%	
	-150%0	

4-20	Projects
	E0004404273
FXH004-00107	



=============
Page 66 of 79
=============


  Market Risk
  Update
_ E00044042'74

  4-21
EXH004-00108


=============
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=============

						
				Risk	Profile by Product
			Six Months	Ended June 30,'2001	and 2000
($MM)
1	710	665			Trading P&L	it YTD 6/30101 P&L = $2.0 El~R
.
	501	402				r
, YTD 6/30/00 P&L = $1.3 B 1
		247228				
						
100								
					79			
						62 58
_		
						51		
50						43		42	
									29 27 26 24	
					
11				
7	18
12
10 12 10
) 6
									(2) (17)	2 (1) (1)
(14
0											
4t
							
						
(50)	NA Gas	NA Power UK	European	Global Financial	Coal Steel SA Power Continental Metals	Weather Paper Other(1) SA Gas Nordic
		Power	Gas	Products	Power	Power
						
($MM)					Average VaR	; llllll YTD 6/30/01 Avg VaR = $79 MM!
						YTD 6/30/00 Avg VaR $35 MM
										
0										
toi									
,Y
								.
(d>							
($D						
	(59) (26)	(37) (20) (15) (10)				
	NA Gas	NA Power UK	European	Global Financial	Coal Steel SA Power Continental Metals	Weather Paper Other(l) SA Gas _ Nordic
		Power	Gas`	Products	Power	Power
						
Return	on VaR - Six Months Ended June 30			Enron ``
2001	107%	161% 144% '	132%	75% 179%	181% 626% 178% 118% 68%	127% 128% 9% (19%) (64%)	223% '
2000	168%	175% 195%	32%	70% 140%	81% NA (114%) (122%) NA	50% 67% (9%) 368% 89%	313%
				ME 9mm
(1) includes commodities with profit/loss less than $10 MM		
					4-22 E0004404275


Puunna_nn1 nQ


=============
Page 68 of 79
=============

	10	
01,
Risk Profile by Market Concentration and Business Unit
Six Months Ended June 30,.2001 and	2000
Market Concentration(1)	Business Unit Comparison
Trading P&L i
1111111111111111111111W D 6/30/01 P&L $2.0 B	Trading P&L	
YTD Trading P&L $2.0 B
($MM)	($MM)	
YTD 6/30/00 P&L = $1.3 B		
750	712 695 ..... ,..,_ . ---------	1,450	1,401	
	513			
500		
400	950		
			338			
250			228	
450 -	
398	
				104 50 58 51 79 1g			158 36 (7)
							
0	(50)	
Americas Americas European Products Financials Emerging
Gas Power Gas & Businesses '	Americas Europe	Global Industrial EBS
Power		Markets Markets
		
Average VaR IY iris YTD 6/30/01 Avg VaR = $79 MMm	Average VaR	, YTD Average VaR = $79 MM

($MM) YTD 6/30/00 Avg VaR $35 MM K	($MM)'	
		a			
						
			{14) (8) (5) (3)(3) (4) (3)			() (1) (0.2)
(20)		(20) (16)	(20)	(17)	
	(26)			
(40)	
(37)	(40)		
X60)	(59) ?~			
(80) Americas Americas European Products Financials Emerging
Gas Power Gas & Businesses	(80) (7o)
Americas Europe	
Global Industrial EBS
Power		Markets Markets
		
Return on VaR - Six. Months Ended June 30 Enron (	Return on VaR -Six Months Ended	June 30 Enron ''
2001 107% 169% 183% 121% 180% 182%	223%	2001 179% 211%	172% 333% (272%)	223%
2000 172% 174% 186% 82% 140% 73%
I	313%	l
2000 243% 188% 144% 65% nil	313%
(1) Commodities aggregated per recommended Concentration Limit categories		
	E0004404276	
4-23		

FXHnn4-nn1 10



=============
Page 69 of 79
=============

m			
n			
a			
0			
4-			
p			
0			
			
N			
			
N			
			
Agenda Item 5			
			
			
			
			
			
			
	.		
	r
f		r
			
			
			
EXH004-00111			


=============
Page 70 of 79
=============


  Enron Corp.
-

  Projects and Amendments
  .x
August 13, 2001

  E0004404278
5-7

EXH004-00112


=============
Page 71 of 79
=============

m			
n			
0			
0			
.p			
.p			
		+r	
	Agenda It
m 5a		
	e		
			
			
	7		
	1		
			
			
			
			
			dry
			
			
			
			f
			
			
			
			
			
			
			
			
			
			
			
			
EXH004-00113			


=============
Page 72 of 79
=============

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

  RESOLVED, that any two of the following officers of the Company are hereby authorized and empowered to open and
  maintain one or more accounts in the name of the Company
with any securities brokerage firms (the "Brokers") which such
officers, in their discretion, deem appropriate to use for the
purpose of purchasing, investing in, or otherwise acquiring,
possessing, selling, effecting transactions in, or dealing in,
securities, including, but not limited to stocks, bonds, options,
etc. (the "Securities"), all within the guidelines and limitations
of the Company's Investment Policy (the "Investment Policy")
as in effect from time to time: the Chairman of the Board, the
President and Chief Executive Officer, the Executive Vice
President and Chief Risk Officer, the Executive Vice President
and Chief Financial Officer, the Managing Director, Finance
and Treasurer and Timothy A. DeSpain, Deputy Treasurer
(the "Authorized Officers");
  RESOLVED FURTHER, that any of the Authorized
Officers be, and they hereby; are, authorized and directed,-for
and in the name and on behalf of the Company, to give written
or oral instructions to any Brokers by telephone, facsimile
transmission, or otherwise '_ with respect to any Securities
transactions_ in connection with any such account; to pay cash
or by checks and/or drafts drawn upon the funds of the
Company, such sums as may be necessary in connection with
any such account; to deliver Securities. to any Brokers or to
any custodian account; to, order . the transfer or delivery or
acceptance of Securities to or from any other person
whatsoever, order and take any other action necessary to
transfer the record of any Securities to any account selected`
by such officers; to endorse any Securities in connection with
any such account; to receive on behalf of the Company
confirmations and periodic statements of account; and to take
all action necessary or desirable in connection with any such
account, all consistent with the Company's Investment Policy;
  RESOLVED FURTHER, that any two of the Authorized
Officers of the Company be, and they, , hereby are, authorized
and empowered,. on behalf of the Company, to designate in
an Officers' Certificate from time to time (1) those employees

  E0004404280



EXH004-00114


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Page 73 of 79
=============

of the Company who shall have the authority to effect the
transactions in Securities enumerated in these resolutions,
within the limitations and conditions determined by such
officers in their discretion and specified in such Officers'
Certificate, such limitations and conditions to be not less
restrictive than those imposed by the Company's Investment
Policy and/or (2) certify in writing compliance with the
guidelines and limitations of the Company's Investment
Policy;
  RESOLVED FURTHER, that any Broker may rely
upon an Officers' Certificate given in accordance with these
resolutions as conclusive and it shall be effective for all
transactions made in reliance upon it until after such Broker
receives written notice of a change in or the rescission of
authority;
  RESOLVED FURTHER, that any two of the Authorized
Officers of the Company be, and they hereby are, authorized
to give written notice of the termination or cancellation of
authority to trade in such accounts;
  RESOLVED FURTHER, that all actions heretofore
  taken by any officer of the Company, in the name and on Q
behalf of the Company, related to or in connection with the ~'
transactions' contemplated' by these resolutions, including
  without limitation the execution and delivery of any
instruments or other documents as any officer shall have
deemed necessary, proper, or advisable, are hereby adopted,
ratified, confirmed, and approved in all respects; and
  RESOLVED FURTHER, that the proper officers of the
Company and its counsel be, and each of them hereby is,
authorized, empowered, and directed (any one of them acting
alone) to take any and all such further action, to amend,
execute, and deliver all such further instruments and
documents, for ` and ` in the name and on behalf of the
Company, under its 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.


  E0004404281

FXH004-00115


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Page 74 of 79
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m	1	Agenda Item 6	
			
			
			
			
			
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EXH004-00116			


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Page 75 of 79
=============


  Other Business

  E0004404283
6-1

EXH004-00117


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Page 76 of 79
=============

			
			
			Agenda Item 7
			
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EXH004-00118


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Page 77 of 79
=============


  - Adjourn

  E0004404285
7-1

EXH004-00119


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Page 78 of 79
=============

		
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EXH004-00120		

	
	Agenda
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Page 79 of 79
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		Page
1. Approval of April 30, 2001 Finance Committee Minutes	Mr. Winokur	1-1
2. Chief Financial Officer Report	Mr. Fastow	2-1
3. Treasurer Report	Mr. Glisan	3-1
4. Chief Risk Officer Report	Mr. Buy	4-1
Quarterly Risk Update		
_- Enron's Assets		4-2
- Trade Credit Update		4-3
_ Investment Portfolio		4-13
- Enron Energy Services		4-17
- Market Risk Update		4-21
5. Projects and Amendments		5-1
A) Brokerage Account Authorization	Mr. Glisan	5A-1
- Approve for Recommendation to the Board		
-6. Other Business		6-1
7. Adjourn		7-1
E0004404287		
See Addendum for Deal Approval Sheets approved between Board meetings	
EXH004-00121		


Finance Committee Meeti