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Transmontaigne

Have you sent our form of guaranty since we're wasting time reviewing several different formats? This should always be our first approach. Also, you had best advise the company that we will not provide an unlimited guaranty (unless you've agreed otherwise). SS

swap on Ponderosa shares of Enron International Brazil 2000 Ltd.

Attached is a first draft of the swap for the Raptor 2 structure. Please consider the following questions and I will amend the confirmation accordingly: 1. I have bracketed the concept of multiple notices for purposes of multiple partial terminations and therefore multiple Valuation Dates. Before we eliminate this concept, I just want to make certain that everyone is in agreement as to how this swap will terminate. [Do we want partial terminations based upon partial asset sales?] 2. Assuming that termination occurs upon sale of 100% of the assets, I need to be sure that the word "sale" is sufficient. Should we use "financial close" or some other term of art? I have concerns that a sale may be contingent or subject to some waiting period.

EOL Duke Deal - commercial resolution

John: Per our conversation, attached is the copy of the Duke confirm. The Duke trader is John Miller (713/260-6541). I am told by our confirm desk that the faxing of the confirm was attempted on September 11 and every day thereafter until September 26 when the Duke fax lines were open. Upon receipt, John Miller called our confirm desk alleging that he never did the deal (the EOL "back office user" shows that the trade WAS done). Please let me know if you need legal assistance. Thanks. Sara

President and Fellows of Harvard University

Stephanie: Harvard's outside counsel is in control of drafting this document. If this is finalized during my absence, I have asked that you help to provide certificates, etc. Thanks.

EOL FX transactions

Janine: Thank you for scheduling the meeting last week. Let me know if I can be of any help whatsoever. Also, whatever flowcharts or schematics you can offer would greatly appreciated, as well as a list of services agreements. Dale Neuner is anxious to resolve the issues surrounding FX transactions on EOL. Have you concluded that we need RMT as the EOL party for internal hedging FX products for London and Japan. Am I correct in the following? RMT will be the party transacting directly with international Enron affiliates (i.e., ECTRIC, through EEFT, and Enron Japan) under new/existing services agreements. ENA will be the financial party transacting directly with third parties. Does ENA also act directly with non-affiliated Japanese customers (if the situation should arise?) Thanks. Sara

Enron/Cerberus

Angela: I just received this email from Carol. Do you know about this? It's the first I've seen (unless it's related to something that Mary is working on). Would you please follow up? It's coming from A&K. Thanks. Sara Second message to follow

TD crude swap

Marcus: TD has scheduled a conference call with me at 10:30 am Houston time to discuss the crude swap (related to the prepay). Mataly Sahoni (?) said that they wanted to discuss some "credit issues" and that it was "no big deal." You are welcome to join me. Sara P.S. Bob Bruce (Ext. 57780; EB 3880D) will back me up while I am out of the office tomorrow afternoon, Monday and Tuesday. I'll be back on Wednesday, Nov. 22.

Harvard College - ISDA

Stephanie: Hope you had a great Thanksgiving! Please follow up with this guy. Looks like he's in London. We need to verify that he's with Harvard, either through Caroline or asking that he send a faxed request so that we can see the letterhead, etc. Also, please keep track of the fully executed master. Thanks. Sara

Instinet Corporation

John: I don't know if you've been in touch with Instinet but they are now holding up the documents. Instinet could not find the ECT Investments, Inc. executed 1997 agreements (which I have resent to them) and I now have their lawyer agreed to amend that agreement to add the London terminal. This should be a minor item. Can you put pressure on New York? Sara

Enron North America Corp. ("ENA")/Deutsche Bank ("DB") ISDA Master Agreement

Steve: I just spoke with Bill Bradford and I understand that Bill and Mark Tarkington discussed the use of "Specified Entity" and agreed, subject to DB committee approval, to eliminate the use of Specified Entity in the ENA and affiliated masters with DB (i.e., "Specified Entity: none"). Once you have confirmed this with Mark, please prepare a final blacklined draft for our review and then execution copies of the ISDA Master Agreement. In connection with the final draft, Tana Jones will fax to you minor format comments. [She will also fax to you the electronic trading agreements and password applications for London and U.S. based trading.] The following ENA affiliates will also need to execute ISDA Master Agreements with DB: (1) ECT Investments, Inc. (Delaware corporation) (2) Enron Capital & Trade Resources International Corp. (Delaware corporation) (3) EnronCredit.com Limited (U.K. corporation)

Rehypothecation of securities

Soma: Let me know when you'd like to further discuss. I'm attaching a short recap. I have copies of the referenced collateral annexes in my office for you. Sara

Bank of America

Tana: Please let me know if you did anything with this or I will assign. Since you were copied, I didn't know if you had a conversation with Tanya or Soma. Thanks. Sara

Morgan Stanley Capital Services Inc. ("MSCS")

Tanya: Both ENA (rate) and Enron Corp.(equity forwards) are seekig master agreements with MSCS. Rod prepared a credit worksheet for the ENA agreement in June, 2000 and I will fax a copy to you separately. (1) With respect to the ENA master, is the ENA credit worksheet still current or does it need to be changed? (2) With respect to the Enron Corp. master (which will not have a CSA or an Enron Corp. guaranty), what cap should we request from Morgan Stanley Dean Witter & Co.? Should it be $25MM as requested in the ENA document? Please let me know.

ISDA Master Agreement

Matthew: Thanks for taking the time to chat this morning. I am looking for a copy of the EnronCredit.com Limited documents so that I can speak with credit in Houston and have draft docs for you as soon as possible. Please forward. Regards. Sara

Morgan Stanley Capital Services, Inc. ("MSCS")

Further to my message of yesterday evening, I have spoken with the MSCS lawyer in London and learned that EnronCredit.com Limited ("ECCL") has finalized its ISDA Master Agreement and CSA with MSCS. ECCL is awaiting the ENE guaranty. The lawyer is forwarding docs to me this morning and I understand they were heavily negotiated. Tanya, will you be handling credit for both ENA and ENE? I would like to chat with whomever is handling today, if possible. I will forward ECCL to you both when I receive. Thanks. Sara

Schedule to Master Agreement - Bridgeline/ENA

Brant: Please call me or schedule time to discuss Bridgeline ("CP"). In particular, you should note the following: (1) CP requests cross default with US 100 million for ENA and US 20 million for itself. (2) Change in ownership as default trigger is different from your proposal. (3) CP requests US 15 million Enron Corp. guaranty and increases its guaranty cap to US 15 million (4) Docs to be delivered: ONLY CP's guarantor to deliver annual unaudited/quarterly unaudited consolidated financials (5) Review setoff (elimination of affiliates) (6) Review transfer because CP has a proposal for ENA (7) Change to collateral thresholds - bilateral US 15 million Also, I think Susan verified with you that you did not intend to use a non-specific MAC (even though the credit worksheet is marked as such). I'll wait to hear from you. Sara

Brazilian Regulations for Swaps & Prepays

Help me understand HOW MANY Tozzini memoranda exist which address financial swaps and derivatives. I e-mailed Michael about this attachment and I think his response was that Antonio Felix ADDED comments to the attachment. I am not clear. I am aware of only TWO Tozzini memos : dated 12/26/97 (physical trading of energy) and 2/20/98 (local derivatives market). Let's all start from the same point. Thanks. Sara

Pulp and Paper Confirmations

I have spoke to Jeff Harbert about the use of "Fallback Reference Price" in the confirms and the need for an additional provision addressing "Postponement" (which will override our defintion of Postponement in the Master Agreement). Please take note of this in preparing new confirms. I have appropriate language. Please call if you have any questions. Sara

Omnibus format - revisions

Per my fax (37 pages) of 8/29/99, attached are copies of (1) the existing and proposed Annex A (general terms for the omnibus) and (2) proposed option formats for ISDA and omnibus. My purpose was to "ISDAize" the omnibus particularly in the cap/floor/collar world. Please note the Par.2 Payment section and revised definitions. You do not have "old" confirm templates because I cannot acces on my computer (but all was included in the fax). Did you receive the fax? SS

Confirmation Desk Rotations

I have advised the confirmation desk of the following rotations: Susan Bailey - September 1 - December 31, 1999 Susan Flynn - January 1 - March 31, 2000 Marie Heard - April 1 - June 30, 2000 We can continue the rotation on a quarterly basis. Let me know if you have any questions. Thanks. Sara

Brazil and Argentina: September 19 - 24

I have rescheduled my visit to Brazil and Argentina for next week. I will arrive in SP on Sunday, Sept 19. I have meetings all day Monday and Tuesday morning. I will fly to BA Wednesday evening, Sept. 22. I'll be in the BA office Thursday and Friday, Sept. 23 and 24, and my only scheduled meeting is Thursday afternoon. Please let me know if and when you would like to meet. I hope I have an opportunity to see you and catch up on your activity. Sara

rescheduled phone call

I e-mailed your assistant earlier this morning and have had no response. Can we reschedule the phone call for 9 am (Houston) which is 11 am (Sao Paulo) on Friday, Sept. 17? Please advise. Sara

WestLB wire chase

Thanks so much for you help! I can't begin to tell you how many phone calls I've had from people all over the world on this tiny matter. Sara

Spark Spread Confirmation

We are trying to revise the draft transaction confirmation per Sean's e-mail of date. The original confirm was prepared for "Catalytica, Inc." and the credit included an additional event of default (cross-default) with thresholds of $10 million for Catalytica and $50 million for Enron North America. Sean has requested that "Catalytica, Inc." be REPLACED with the sub "Catalytica Combustion Systems". Should the credit remain the same? We are withholding release of this confirm pending a response from underwriting. Thanks. Sara

Financial Trading memo

I know that you were in the Rio office during the latter part of last week. I sent you an e-mail last week to see how you were doing with the research/memo. I also called Marcelo Rodrigues and left a message. I have not heard from either you or Marcelo and I am anxious to continue our dialogue. Please e-mail or call at your earliest convenience. Thanks. Sara

FX Product

Melba: The product description requires the following change in part (iii) regarding the Enron principal: "...Enron Japan Corp. as agent for Risk Management & Trading Corp. ..." Please submit the revised description to me. Thanks. Sara

Crescendo Energy LLC

Sam: I accidentally deleted this CP from the list (when I was trying to delete CSFB from the ISDA section). You will need to reconstruct. I'm sorry. Sara

meeting with Jason Peters

Cheryl: Jason cannot meet tomorrow. However, pick a time for next week and Jason will accomodate us. I am open any time on Jan. 8, 9 or 10. I'll email Jason once I hear from you. Thanks. Sara

public utilities/municipalities in Argentina

Patricia: I was just checking to see if you have had an opportunity to review our ISDA Schedule for the referenced entities. Please let me know if you have any questions. I believe that Susan Flynn in our office faxed you a copy of our form of Schedule last week. I look forward to hearing from you. Regards. Sara

Project Cerberus - amended to introduce the swap counterparty Rabobank ("Rabo")

Tanya: Enron Corp, (global finance) has a FASB 125 structured deal executed in Dec., 2000 which requires amendment for tax purposes. A new total return equity swap on EOG stock will need to be executed between ENA and Rabo. ENA must be the swap counterparty ("normal course of business") for the legal opinion which must be issued for the structure. I would like to send Rabo our ISDA format so as to avoid any surprises; time is short. I assume we do not want a CSA but will require an Enron Corp. guaranty. Do we want cross default and Credit Event Upon Merger to apply to the parties? Do we want to add/eliminate additional events of default? The ultimate Schedule will probably look very different from our standard but we need to urge our format as much as possible. Please call me to update. This update is currently scheduled to close next Friday. Thanks. Sara

Master and Other Agreements

Jason: I received the A&K package the other day. Thanks very much. According to my list, you still have the following files: Dynegy Canada, Inc.* SMUD** Weather Services International Wabash Valley Power Assoc. Moore Global Investments, Ltd. NYSE&G *Please prepare an exit memo to the file **Please call Brent Hendry to determine status Subject to your conversation with Brent, please return the remaining files to my attention. Please call me if you have any questions. Thanks. Sara

con ed guaranty

we can email this doc and the comparison (i.e., her markup and the above doc) to Sylvia Dooley. Please let me know if you have any questions. Sara

ISDA Master Agreement for Cargill International, S.A.

Ed: Without knowing what's being hedged, it could be either ENA or ECTRIC. Do you have more infor? Also, if the Enron party is ECTRIC, will Rod handle? Please let me know and I'll chat with Mara. Sara

LUNCH on Thursday, 2/8

CLEM: I just got dragged into a lunch meeting tomorrow (re: Whitewing ) so I have to bag lunch. Will Friday work? Maybe you want to go to the meeting!

ISDA bank representation

Rhett: I am negotiating with First Union National Bank (Party B below). Is the following rep OK? "Party B is a national banking association organized under the laws of the United States of America and is treated as a corporation for United States tax purposes." Why does the bank see the need for the latter clause?

Enron Credit Inc. ("ECI")

Cheryl: Enron Credit Inc. , a Delaware corporation, has been created for U.S. debt trading currently handled by ENA. As a result, ENA will need to transfer its brokerage debt positions to Enron Credit Inc. accounts with those brokers. The brokers include our favorites: Bear Stearns Companies Morgan Stanley & Co. Inc. Goldman Sachs & Co. ENA will need to assign its positions by the end of February, 2001. Richard Sage (London office) will need to see the "sample package" (unanimous consent, authorized trader list). Will you please see that an email is sent to Richard with this information? We should begin the documentation now. Let me know if you have any questions.

J.P. Morgan Futures Inc. ("JP")

Sheila: Just a few questions about this futures agreement: (1) Is it OK for JP to combine our orders with orders of other clients and JP's affiliates? (2) Is it OK (after we deposit property into our account) for JP to return "property of like or equivalent kind or amount"? (3) Do you want to agree to an interest rate (on customer funds) upfront or only "as agreed from time to time"?

Repo comments

Marcelo: We need to eliminate Appendix B altogether. We have previously agreed to eliminate substitution and FAS 125 does not require substitution. I have only one more issue to resolve. Will you revise again?

Mirant Americas Energy Marketing. L.P. ("CP")

All: I have verified with CP that we do not want to stop financial trading between CP and ENA. The immediate plan is as follows: (1) Immediate new guaranty from Mirant Corporation (Frank to send draft in the a.m.) (2) Immediate amendment of the existing ISDA Master Agreement to replace Vastar with Mirant Corporation as the credit support provider (CP to send draft in the a.m.) (3) Immediate execution of a short letter agreement to reflect that all financial trades done until the effective date of the new guaranty will be honored by CP and subject to the existing ISDA Master Agreement (I will prepare) (4) Review of the existing agreement to see if CP has issues (which we may consider). If anyone has any questions, please let me knowl Let's all stay in touch throughout the day to get this done. Thanks.

ANZ ISDA

Frank: Please email as soon as possible to the address below. I have already sent a short email to Geoffrey Pack explaining the delay. Thanks. Samantha: Please enter latest into, including email, address, etc., into Lotus Notes. Thanks.

Par Forward EOL product

Please review the GTC's for the Canadian FX product. Stuart: Please call about your form of confirmation. Carlos: We may want to amend the descriptions to match the "ISDA language" contained in the GTC's.

The Confederated Tribes of Warm Springs

Tracy: These guys emailed only names of lawyers, accountants, etc.! Rawleigh White is the CFO for the tribe. The "broker" intermediary is Jeff Fuller with Power Resources Managers (425-451-9123) who told me that the tribe is an Oregon tribe located in Bend, Oregon. I will separately send you Stewart's prior message. I'll send these guys a draft (without credit). Thanks.

Counterparty List & ISDA Agreements

Greg: Per my voice mail, please see the list below. It is not specific enough for Susan Musch and I to identify potential counterparties. I look forward to hearing from you. Thanks.

Trading Edge

Paul: Cheryl Nelson (X54693) is our new lawyer handling brokerage agreements. She has the Trading Edge file and can review the outstanding issues wtih you. Please give her a call in the morning. Thanks.

Bank Brussels Lambert (acquired by ING)

Tanya: Once again, we need a master for Pushkar's FX trading. The counterparty's name is: ING Barings (U.S.) Capital Markets LLC I am constantly receiving calls for this agreement. Please asssign. Thanks.

hedge fund meeting

We will keep the 10 am meeting on Tuesday, April 24, EB 38C2 (legal and credit only). We will also schedule a meeting at 3 pm (same day after legal/credit regular meeting) with Fred, Caroline, Russell Dyk and Robyn Zivic. Fred could not meet in the morning and he is an integral part of the process we are trying to develop for hedge funds. I apologize if all of the lawyers cannot meet at 3 pm but at least one lawyer in attendance should keep us on track.

Meeting on Tuesday, November 30

Could we possibly RESCHEDULE the time for 2 pm (Sao Paulo) time? There is currently a four (4) hour time difference with Houston and we will need to conference in several people. Thanks. Sara

Frontera - ISDA Agreement

Paul: I originally sent this request to Ed but I understand from Mike Curry that you handled credit for the physical agreements. Would you please prepare a credit worksheet for this counterparty or direct the request to the appropriate person? Thanks.

Total

John: Marie gave me your message. I will call you after lunch to discuss Total. The Marval firm in B.A. is ENA's outside legal counsel for derivatives advice. ENA lawyers hire and speak with ENA's outside counsel. I have spoken with our outside counsel on derivatives issues in Argentina. I will discuss this further with you when you and I have our conversation. Sara

legal opinion

Mae Charles: Attached is the form of legal opinion which Enron North America Corp. ("ENA") submitted to M.A.R.T.A. (together with ENA's draft ISDA Schedule and Paragraph 13 to the Credit Support Annex). As we discussed, ENA will now be requesting this opinion from you. ENA has prepared and submitted a trade confirmation for the recent financial swap to M.A.R.T.A. Other than this document executed by ENA and awaiting execution by M.A.R.T.A., no instruments have been executed by the parties. If you need to see the terms and conditions of the trade, please let me know. I look forward to speaking with you early next week. Regards.

Welch's / Enron - Markup of schedule and paragraph 13

Cheryl: Attached are Welch's comments. As you already know, Jennifer is doing the 2-month deal (but no others until the ISDA is inked). We do have to investigate the coop issue under Michigan law. Both the swap CP and the parent have the word "cooperative" in their names. Please see Lotus Notes. You should send an immediate email to the department to see if anyone has used Michigan counsel (I saw a single reference in the Jurisdictional Database). We may be able to obtain an opinion from McDermott or even Welch's inhouse counsel.

Morgan Stanley Capital Services Inc. ("MSCI") and ENA

Tanya: I faxed the prior credit worksheet (from 5/16/00) to you last week. Aaron Armstrong in London is asking for the draft ISDA. Have you had a chance to review the old credit? Please let me know if I can help. Thanks.

Schedule meeting with Mark Taylor for Thursday, June 7

Does Mark have time in the afternoon to meet with me and Christian Yoder (Portland - 2 hours earlier than CST)? The topic is "Washington State PUD's". I'd schedule about an hour. Thanks.

Consolidated Papers, Inc.

Carol: Edward and I spoke with this counterparty on Wednesday (see Lotus Notes entry). Edward is pushing this deal for closure next week. Tanya knows the credit issues (A2 short term S&P commercial paper rating is unacceptable so CP has a MAC). We expect their outside counsel to have some comments which we haven't yet seen. Guaranty issues (cap amount, demand delay). Nothing has been scheduled formally but I am sure that Edward will call you for assistance on Tuesday (he is out of town on Monday). Marie has the file and is sending CP the 1991 and 1993 definitions. Our discussion today was general. Thanks for your help. Sara

Project Ghost

I don't know who's working on this deal, so I'm forwarding docs to you all. Tax reps look ok to me. [see Total Return Swap Confirmation - Sec. 3.2; Schedule - Part 5(l) and requirement that swap counterparty which is Enron Corp. deliver IRS 'Forms 1001 or 4224]. Please leave me voice mail or email. Thanks. Sara ps. this closes Friday morning

Moosehead

I'll send you a brief comparison of the ERMS/Merrill ISDA from 1992 with ENA's typical ISDA used in 1999 by the morning. Am currently working to produce the confirm format. SS

Statoil Marketing & Trading Inc. ("Statoil")

ENA has been negotiating an ISDA with Statoil. I was advised by Chuck O'Brien this morning that Statoil also trades with ECTRIC and that he received an omnibus confirm from ECTRIC this morning. Statoil will not sign the omnibus but would like to put an ISDA in place with ECTRIC and have the trade subject to that ISDA. ENA should finalize its ISDA soon. Would ECTRIC like to duplicate? Happy New Year! Sara

Central Puerto

Central Puerto has been unresponsive to Marie's requests for original documents. Can someone please contact Marie and help us speak with the counterparty? Thanks. Sara

Deal Flow

It sure sounds like you have your hands full with the restructuring! I have been trying to get a better grasp of the deal flow in Brazil through some type of "Deal Report". In Houston and Argentina, the business groups circulate a transaction listing. Also, legal in both Houston and Argentina circulate a listing from Legal's perspective. Is a commercial team deal report circulated weekly in Brazil, and if so, can I be added to the circulation? I will ask Randy if he can circulate his list. It would be helpful for me when we have our weekly conference call. In that regard, what is "Alcan", the PPA which may eventually serve as a template? I am glad to prepare some type of module as Randy suggested which sets forth basic Enron Corp. and/or trading policy as to certain issues (force majeure, governing law, dispute resolution, damages, etc. ), Let's coordinate for the seminar which you are organizing for March. Thanks. Sara

ReBox/EcoFiber

I received a call from Jay Boudreaux (CTG group working with paper & pulp) about presenting "agreements" to the lender (Paribas) for review in connection with the loan for construction of the mill. I know that Jarrod has prepared "draft confirms" for these companies but I don't know if anyone has raised the ISDA issue. Sounds like too many hands in the pot but the bank may really need to see Master Swap Agreements. Let me know if this has already been addressed. Thanks. Sara

ADA and general issues

Patricia: I was wondering if you had an opportunity to speak with any persons associated with the Argentine Derivatives Association in connection with our discussion of last week. I can't recall if you were going to try to speak with the lawyers for Citibank and/or Morgan to determine whether the ADA might welcome our participation in the association, and specifically, with respect to the template currently in circulation. I think you were also going to attempt to locate a current membership list for the association. Please advise when you have further information. I am trying to plan several trips to Argentina and Brazil. I am considering a trip to BA during the week of February 28. Will you be in town that week? During my visit, my tax colleague from Houston and I will try to meet with local tax consultants and organizations lobbying for tax reformation. Regards. Sara

ENE lawyers to meet with Marval about ADA

Patricia has asked who should be included in the group for Wednesday, March 1. Do you and Andrea want to be included? Any commercial people?

TOTAL Austral SA

I received a message from Augustin David to return his call to discuss the master. The number he left rings but does not answer. I have tried calling several times. Maybe we can talk to him next week when I am in BA. Sara

(sem assunto)

Hey Jeff: What's going on at Enron and, more importantly, what does it mean for you? How are you in general and what's up? Stefanie P.S. WHAT THE HELL IS DAVE HERMAN'S E-MAIL ADDRESS???!!!! !

Expense Reports Awaiting Your Approval

The following reports have been waiting for your approval for more than 4 days. Please review. Owner: Richard P Bergsieker Report Name: Amex & COP October 2001 Days In Mgr. Queue: 11

EnronOnline Executive Summary for October 23, 2000

FYI. I'd like to be number 2 behind ENA. And a close 2nd that is. This should be a priority for us. I'd like to set up a meeting shortly to put together a strategy on how we can get there. More to follow.

SEC Inquiry

As you know, the SEC is conducting an informal inquiry into related party transactions Enron did with LJM. We are cooperating fully and are providing the information the SEC has requested. However, we have learned today that the SEC is extremely sensitive about us using their inquiry as a "shield" to not answer certain questions -- i.e. "I can't answer that because of a pending SEC inquiry." As a result, we have been advised that we should not make any comment about the SEC inquiry in any context. This extends beyond media and includes any interactions with customers, regulators, etc. Please forward this message on to anyone in your group who this might impact. Call me if you have any questions.

Viviana Florio

I heard more about Viviana before I left London last week and apparently her concern she was'nt being properly guided or mentored- despite her apparent current performance and your lack of time, I think we do owe her an action plan at mid-year at the latest and a decent opportunity to redeem herself. Please let me know how I can be of assistance. Thanks.

Analyst Rotation - Gas Fundamentals

Hi Hunter, I recently joined the A/A program as a Senior Analyst as of November 2001 on recommendations from Jim Fallon, Paul Racicot, and Nicole La and I would like to speak with you on any opportunities that you may have within the Gas Fundamentals group. I am currently working for Paul Racicot on the EBS trading desk as a metro capacity trader but I am interested in pursuing other opportunities within Enron. I am ultimately interested in joining the Gas trading track and believe the fundamentals group would be an excellent place to start. I've attached a copy of my resume and two recommendation letters one from Nicole La and one Joe Edwards, who heads up the bandwidth capacity trading desk, for you to review. If you have any questions please call me at x34212. Jim Fallon, Paul Racicot, Nicole La and Joe Edwards would also be happy to speak with you regarding my performance and potential at Enron. Thank-you

Your Schedule for Tuesday, February 5

Hi Robert, You are scheduled to begin with us @ 9:00 a.m. on Tuesday, February 5. I would suggest arriving at the Enron building by 8:40 a.m. It will take a while to process you through security. If you call me from the hotel when you are about to walk over, I'll be waiting for you in the Enron lobby. Listed below are the following people that you will be interviewing with: Interview Schedule - Tuesday, February 5, 2001 @ 1400 Smith Street 9:00 a.m. Dave Ryan, Manager - East Power Group 9:30 a.m. John Lavorato, Exec. V.P. - Financial Trading 10:15 a.m. Phillip Allen, V.P. - West Gas Trading 10:45 a.m. Jay Reitmeyer, Associate - West Gas Trading 11:30 a.m. Lunch w/Hunter Shively, VP - Midwest Gas Trading 1:00 p.m. Greg Whalley - Managing Director - will head up the newly formed UBS Warburg Energy LLC 1:30 p.m. Louise Kitchen - Exec. V.P. 2:00 p.m. David Oxley - V.P. Human Resources Hotel Accommodations

Global Contracts and Facilities

I have requested access to the Global contracts and facilities application for each of you. You should be receiving an email notifying you that you have been setup and your password. Once you have received this email you should have access to the Global systems by selecting Start - Programs - Business applications-Global. If you experience any problems call either myself or Richard Pinion ext: 37339.

EES Associate & Analyst PRC Review tomorrow at 8:00am in EB50M

Please find attached a list of A&A's to be ranked in tomorrow's PRC meeting. If you have not yet sent me a pre-ranking on the individuals you will be representing, please do so as soon as possible. In preparation for tomorrow, please print out and bring the consolidated feed-back form for the employees that you will be representing. A continental breakfast will be served and the meeting will start at 8:00am. See you tomorrow! Terry Bosien Human Resource Manager Associate & Analyst Program 713/853-5230

EOL Average Deal Count as of 6-06-01

Notes for this Week's Report: * UK Gas's Average EOL and Non-EOL deals per day have decreased since their peak of 140 EOL and 96 Non-EOL transactions in March. They ended April with an average of 118 EOL deals per day, finished with 75 transactions in May and are currently tracking at 67 Eol deals in June. Non-EOL recorded 82 deals per day in May but is currently up to 107 average deals per day in June. * US East Power's average transactions per day finished with 542 EOL deals in May, up from 253 deals per day in January, a 114% increase. This is an all time trading high for East Power via EOL, while Non-EOL daily transactions has decreased from 282 to 259 deals during the same period. * Financial US East Power's EOL transactions have increased dramatically in June with 93 deals per day on average, up from only 8 financial trades in January, 2001. Non-EOL transactions have remained under 20 daily transactions during the same period. * NA Power's total volume and average deals are continuing to increase in 2001. It ended May with 590 trades via EOL and already show an average of 771 deals done daily via EOL. Volume for EOL during this same period has increased steadily as well. * NA Gas 's average deal count per day is starting strong in early June. It finished May with 3,228 daily EOL trades and is currently tracking at 3,713 deals in June, a 15% increase. * US Weather's total monthly transactions has increased in May with a total of 79 deals via EOL, up from 23 in April and 15 in March. Non-EOL deal totals were up slightly to 43 deals in May from 23 in April, but still report below average for 2001. Currently Non-EOL trades only reflect 7 deals in June.

Member Appreciation Day Results

THE ENRON BODY SHOP FALL FIESTA Member Appreciation Day Wednesday, September 26th Congratulations Member Appreciation Day Drawing Winners (1) Case of Ozarka Natural Spring Water Jerald Surface & Tory Bracy Travel Bags Martin Soto, David Easterby, Nancy Carpenter, Laura Valencia, Cheryl Laster, Rick Waddell, Rebecca Watkins Stop by the Body Shop Office Managers Office during the week of October 1st between the hours of 9am - 4pm to pick up your prizes. Did You Know? - Test Your Knowledge Hydration Quiz Answers We'd Like Your Feedback! - Member Evaluation Form Please complete the attached form, return it to the Body Shop Reception Desk before Wednesday, October 3rd, and your name will be entered in the drawing for a complimentary One Hour Massage.

Organization Changes

Today, we are forming Enron Global Services (EGS) in order to more closely align our asset-based businesses. This reorganization will allow EGS to focus our resources on opportunities that present the highest value to Enron. It will also accomplish the following: 1) enhanced synergies among our assets and personnel, 2) more effective prioritization of business opportunities, and 3) better management of Enron's asset-based businesses throughout the world. Enron Global Services' energy asset portfolio includes the North American pipeline businesses of Enron Transportation Services (ETS), including Northern Border; the international pipeline, power and distribution operations of Enron Global Assets & Services (EGAS); Portland General Electric; EOTT Energy Corp; Enron Wind; Azurix and Wessex Water. Reporting to me as the heads of their respective business units are: ? Jim Hughes, President & COO - EGS/International ? Danny McCarty, Managing Director & CCO - ETS ? Bill Cordes, President - Northern Border Partners ? Peggy Fowler, President & CEO - Portland General Electric ? John Garrison, President & CEO - Azurix ? Dana Gibbs, President & COO - EOTT Energy Corp ? Colin Skellett, CEO - Wessex Water ? Adam Umanoff, President & CEO - Enron Wind With the creation of EGS, we hope to enhance the efficient utilization of our commercial support services. To accomplish this, EGS' staff and operational functions will be headed by: ? Rod Hayslett, Managing Director & CFO ? Rob Walls, Managing Director & General Counsel ? Phil Lowry, Managing Director, Pipeline Operations and Engineering & Construction ? Brian Stanley, President & CEO - EEOS ? Steve Hotte, Vice President & CIO ? John Ambler, Vice President, Communications & PR ? Gary Smith, Vice President, Human Resources In addition, Rob Walls will continue to perform his role as Deputy General Counsel for Enron reporting to Jim Derrick. Phil Lowry will be responsible for domestic pipeline operations, technical services and engineering & construction, as well as, international pipeline technical services and engineering & construction. Brian Stanley will be responsible for technical services and engineering & construction for international power and distribution facilities. Below is an organization chart for Enron Global Services, which displays the changes described here. We are confident this new organization will focus our talent and capital appropriately. Please join me in supporting this management team as it strives to maximize Enron's return on its assets.

Enron Principal Investments - Organizational Memo

Enron Principal Investments (EPI), which was formed in the 2nd quarter, has completed its integration and the development of its new strategy. This group will be responsible for identifying, closing, managing and exiting all non-E&P equity investments for Enron worldwide. Kevin Garland will lead EPI, which includes Barbara Paige, Andrew Marsden, Kevin Kuykendall, Steven Sheldon, Michele Nezi Marvin and Mark Gandy. Additionally, Dick Lydecker and the Special Asset Group will continue to report to Kevin. EPI will pursue investments related to Enron's core businesses, where Enron has a unique insight into the market, company or technology. Initially, this will be geographically focused in North America and Europe. This group will rely heavily on the support and cooperation of the core business units to provide information and market insight. EPI may make investments in the form of venture capital, leverage buyouts, growth equity, or private equity in public companies. The group will not make investments in seed stage companies, other funds, subsidiaries of larger corporations, or project equity. Please join me in supporting the efforts of Enron Principal Investments.

Media Reports

As you know, the U.S. government is investigating hundreds, if not thousands, of relatives, acquaintances and associates of the individuals who may have been involved in the terrorist attacks on Sept. 11. We believe that the media will soon be reporting that one of the many individuals being questioned is an Enron employee in Houston. It is appropriate for us to withhold judgment and to continue to cooperate fully with federal authorities. Because this is a matter in the hands of the federal authorities, we cannot provide additional information at this time. However, we will keep you informed, to the greatest extent possible. Please keep in mind that thousands of people who may or may not have any information about the terrorist attacks are being questioned as part of this investigation. We continue to have every reason to believe that our employees and facilities are safe. If you have concerns, please call Corporate Security at (713) 345-2804. If you receive any media or external inquiries about this matter, please call Public Relations at (713) 853-5670. At Enron, diversity is one of our strengths, and we respect and embrace all people of all faiths and beliefs. Please continue to keep our employees who have been impacted by this tragedy in your thoughts and prayers.

Thank you!

Dear Jeff, Just wanted to thank you for affording me the opportunity to travel with you last week. It was truly educational as well as inspirational to hear you address people at Harvard and NYU. I believe that just by your presence our University sales effort has been catapulted to the next level. I will keep you abreast of our successes in sales to various Universities that we are targeting. Thank you.

PetroStrategies Fall 2001 Newsletter

PetroStrategies, Inc. Consulting, Research and Training Dear Mr. Skilling, We have just completed our Fall 2001 newsletter. The topics covered are: * Oil and Terror * Indian Seminar Focuses on Strategic and Financial Issues * Seminar Explains Petroleum Economics and Geopolitics * Winter Fuel Supplies Are in Good Shape * Oil Prices Are Good Indicator for Drilling Activity * Industry Needs to Improve Image to Win Recruiting Wars You may find the newsletter at www.petrostrategies.org/newsletterframes.html. It is a PDF file that can be read on-line or downloaded. Please contact me with your comments and suggestions. Allen Mesch We all get a lot of unwanted e-mail, so if you want me to remove your name from my list simply reply to this e-mail with the word CANCEL.

HBS Dinner Boat Cruise October 6 - RSVP NOW!!

Get away from it all on a luxury dinner cruise in Galveston Bay. The HBS Club is sponsoring an event on the Star Cruiser, a 90 foot luxury entertainment yacht. Bring your spouse or a guest and enjoy an evening out with dinner and music and see the sunset and the lights of Kemah! Reservations are required by Thursday for us to confirm the event.

Organization Announcement

We are pleased to announce that Sally Beck has been named Chief Operating Officer for Enron Net Works. She will join Greg Piper, President and Chief Executive Officer and Mark Pickering, Chief Technology Officer in the Enron Net Works Office of the Chair. In her current role as Managing Director for Enron Net Works, Sally heads up Enron's Global Risk Management Operations. Ms. Beck brings more than 20 years professional experience to Enron, joining the Company in 1992. She graduated from the University of Texas at Austin with a B.B.A. in Marketing and an MBA with a concentration in Finance. Please join us in congratulating Sally on her new role.

Thank You - NYUonline

Jeff, Just a brief note to thank you and your team for meeting with me during your busy trip to Boston last week. Due to time constraints, we did not get a chance to talk at length about NYUonline, so FYI - I thought I would email you a brief overview of our group. NYUonline is the "for profit" eLearning subsidiary of New York University, and we are a content and technology eLearning company. On the content side, we work with the over 20 schools at New York University to bring their content online for the individual school's distance learning programs and then repurpose for our Fortune 1000, Government and other Higher Education customers worldwide. On the technology side, we developed one of the industry's leading Learning Object Driven, and Scorm conformant (industry standard) Web Based Authoring/Publishing Tool that will be released commercially in May ("iAuthor"). The authoring tool enables Higher Education Institutions, Corporations and Governments to bring their content and knowledge online in the form of "Learning Objects". The tool has received very strong marks from our colleagues in the higher education space (oxford, Stanford, uc Berkeley, uc Irvine, Princeton, Cornell, London school of economics, etc); as well as the corporate market. In fact, one of the presentations we were having in Boston was to HBS's new interactive unit, and HBS's executive director - information technology group. Thank you again for meeting with us, and you have an open invitation to join

HTC Energy Initiative Follow-up Mtg

Jeff, At the conclusion of our meeting yesterday you re-iterated your interest in contributing to our efforts regarding the HTC Energy Initiative and in helping develop the forum for the symposium tentatively scheduled for late October. In response, I wanted to let you know Paul, Lloyd, Joe Avila (McKinsey) and myself will be meeting with Matt Simmons tomorrow, Thur 9/6. I would like to schedule a follow-up meeting with you to discuss Matt's input and gain further insight from you regarding the event. Please let me know a time that is convenient for you. I am open to breakfast and dinner times as well if that works better for you. Regards,

[smu-betas] Third time's the charm they say

Bothers, After seeing my first son pledge Phi Sig at Georgia Tech 6 years ago, then my second boy pledge UCLA baseball four years ago, it is with great pride I announce that young Joe Berry just accepted a bid to become a member of Beta Theta Pi at Auburn University. He called me tonight with the news and it is just sinking in as I type this. I figured it would be the last thing he would do, due to his persistent individualism all his life. It's a really neat feeling to have a son as a Beta. Very difficult to describe. Thank God I'm a Beta and I hope to be a better one. Yours in -kai-,

HBS Club Dinner Boat Cruise October 6 - CORRECTION

Dear HBS Alumni: b6a6b64.jpg Spend an evening on the water in Galveston Bay! Join your fellow alumni for the first social event of the year. The HBS Club is sponsoring an evening cruise on Saturday October 6th on the Star Cruiser, a 90 foot luxury entertainment yacht. Bring your spouse or a guest and enjoy dinner and drinks while cruising Galveston Bay.

HBS Club Dinner Boat Cruise October 6

Dear HBS Alumni: b3686a1.jpg Spend an evening on the water in Galveston Bay! Join your fellow alumni for the first social event of the year. The HBS Club is sponsoring an evening cruise on Saturday October 6th on the Star Cruiser, a 90 foot luxury entertainment yacht. Bring your spouse or a guest and enjoy dinner and drinks while cruising Galveston Bay. DATE: Saturday, October 6, 2001 TIME: 6:30 pm to 7:00 pm Boarding; 7:00 pm to 10:00 pm Cruise PLACE: Star Fleet Marina, 280 Grove Road, Kemah, TX COST: Platinum Members: No charge Guests: $65 Gold Members: $55 Guests: $65 Silver Members: $65 Guests: $70 (Covers dinner, beer/wine bar and cruise) RSVP: RESERVATIONS REQUIRED By 5:00 pm on September 20, 2001 email dottie@kerr-solutions.com, phone (281) 424-3084, fax (281) 424-4770 or at www.hbshouston.org To learn more about the Star Cruiser visit www.starfleetyachts.com . Capacity is limited so please RSVP early. Because we have to give a final headcount on September 21, cancellations cannot be accepted after this date. To get to the Star Fleet Marina from Houston: Take I-45 South and exit at the League City Exit (#23). Turn Left under the Freeway onto FM 518. After 3 miles, FM 518 will veer to the Right. DO NOT turn right. Continue straight onto FM 2094. Go approximately 4 miles. Turn Left onto Carolyn Street (100' before FM 2094 dead ends into HWY 146). Carolyn Street veers left, then becomes Grove Road and dead ends into the marina. I hope you choose to join us for this fun event. Best Regards,

houston chronicle interview request

Hi Jeff: Thought I'd ask again if you'd be willing to talk to me about your decision to step down. There's much interest among our readers in you. Thanks,

New Opportunities !!

Bonnie and I just got back from vacation to learn that you are leaving Enron. This has to be a major transition for you and if I can be of help in any way, please call. I'm sure there will be lot's of "noise" and people talking to you about options, but I hope you will take some time for yourself to slow down and reflect a little --- you still have a lot of life

[smu-betas] New Old Beta Found

I just found a lost BETA living in my backyard in Edmond Oklahoma. It seems that Steven M Ellsworth has been an Okie since 1996. I spoke with him this morning and he would like to get together with fellow OK BETAS for some -KAI-.

Your leaving

I want to personally express my sadness in your leaving. I have really enjoyed knowing you and have learned alot from your leadership. Best of luck to you in whatever you do. David Parquet

Innovative Tax Strategies developed for the executive

<<Innovation Solution summary.doc>> Mr. Skilling, Joannie suggested I email you a note regarding KPMG's tax solutions developed specifically for the executive who is exiting, exercising stock options, monitizing stock, and recognizing gain. We work in concert with your financial advisors and have forged many relationships with institutions, investors and brokers to bring cutting edge tax ideas together. KPMG's Personal Financial Planning is dedicated to developing tax solutions for those interested in deferral, minimization , and mitigation of personal income tax. The attachment gives a brief description of some of our Innovative Strategies. As a side note, I am sure you have know the Lay Family and Sharon and JT have been friends of my parents and my husband and I for years through sailing at the Yacht Club at Lakewood and HYC. I do hope you consider allowing me and my partners a few minutes of your time, to share our Tax ideas with you. If so, have Joannie call me at my numbers below. Best Wishes

IPG visit

I just wanted to say thanks for coming by and speaking with the IPG visitors last week, and spending so much time with them. Your comments combined with the rest of the tour left them with just the impression we wanted to give them. They are eager to see if a deal can be struck between our two companies so we will begin finalizing a term sheet as soon as possible. I would have sent the thank you note earlier, but at the end of the day I took my family on vacation to my parents place. There I had a chance to run into Bart Robinson one of your former co-workers from the consulting days, and one of my parents good friends. He says hello. Thanks again and I still remain impressed how commercial the senior management at Enron is compared to Coastal/Engage where I came from.

Macerich Thank you

Jeff: I was the person who asked the question " What are your metrics for becoming the World's Leading Company" today in the EES floor meeting. I appreciate your answer, and hope together we all can make it become a reality. I also have been the Macerich Account Manager since contract inception-- and wanted to convey to you the appreciation and thanks that their

Thank You......

I want to thank each of you for joining us at the Analyst Orientation Happy Hour this evening. Showing your interest in the Program, in such a personal way, is one of the most valuable contributions you can make to our efforts. Thank you,

[smu-betas] successful surgery

Dear Bros., I'm happy to announce Grumps came through his angioplasty procedure today with flying colors. The artery in question was, in fact, 100% blocked and they successfully unblocked it with the balloon. Bro's Benson, Walker and I were there to lend moral support to Linda, as was Grump's Pastor and Associate Pastor. Always thought God and Wooglin made for a fairly formidable duo. Grumps was a different man after so many of you called and expressed your concern, support and love. He was indeed very much afraid, as would be anybody, but your thoughts and well-wishes provided immeaurable morale building at a time when he most needed it. Thanks again guys. He'll be playing golf within a week. Yours in -kai-,

Expectations Investing endorsement

Dear Erin, Jeff Skilling is happy to offer the following endorsement for Expectations Investing:Reading Stock Prices for Better Returns, by Michael Mauboussin and Al Rappaport: "In Expectations Investing, Mauboussin and Rappaport reinvent today's investment market architecture...a valuable tool for today's innovative investor." or "Mauboussin and Rappaport reinvent today's investment market architecture...a valuable tool for today's innovative investor." On behalf of Jeff, thank you for your interest. If anything else is necessary incident to this endorsement, please feel free to contact me at any time (my business card with contact numbers is attached below). Thank you and good luck with the book!

Employee Assistance

Mr. Lay and Mr. Skilling: I just wanted to thank you and express my appreciation for the $1000 given to flood victims of Tropical Storm Allison. It is unsolicited actions such as this that set Enron apart and make it the leading company in the Houston community. Thanks again.

My Resignation, and a Question

Jeff- As you may know, I have (somewhat reluctantly) decided to resign from Enron. For some time now, I have wanted to take some time off, and had asked Whalley about the possibility for a six month unpaid, unvested sabbatical. Primarily for reasons of precedence, he was unwilling to pursue this option, which, while it is disappointing to me, I accept. The purpose of this note is twofold. First, I would like to thank you for making this company the great place it is today, and for giving me the opportunity to have a great career here. I will forever look upon my nine plus years with Enron fondly. Second, I would like to ask you as the administrator of the 1997 Long Term Incentive Plan to allow me to explore opportunities in the venture capital community without triggering non-compete provisions with regard to future payouts. I very much enjoyed my brief role in venture capital, and have some very good contacts in that area here in New York. Since NetWorks decided to cease operations in that business earlier in the year, I should not think that Enron would view anything I might do there as competitive, especially if I were not working directly in the energy space with an Enron competitor. At present, I am planning to spend my time at least through the summer enjoying, and travelling with, my family. I have nothing planned professionally as of yet, but wanted to take the opportunity to drop you this note while I might still be viewed positively (I hope that's not too presumptuous!). Please let me know your thoughts on this non-compete provision as I would not wish for anything to be awkward for us going forward. Again Jeff, thanks for many great memories, and as an Enron shareholder, keep up the great work!

ATT Opportunity

Dear Jeff: I think the meeting went well. You do realize I had to get a lot of ground work done. Dave is a smart man and he was very positive. He indicated to us after you left, he will like to see us work with you to get a few deals moving, realizing the culture of ATT.He will go out of the way to help you and me accomplish what we think is best for the entire industry. You may want to send him a thank you note, - draft enclosed. Feel free to edit it and add your style. Look forward to working with you. There are so many thoughts in my mind which one day I will like to download on you - perhaps over dinner. Please check with Ken how to work out the arrangements with Adventis on the ATT relationship building , Sourcing and the Japan related opportunities. Talk to you soon. Regards,

Referred By Jeff Spar (McK - NY)

Dear Jeffrey, I am contacting you at the suggestion of my brother Jeff Spar, Chief Information Officer of Reader's Digest and formerly of McKinsey [NYO 1990- 1999]. I am the CEO of a Houston based Microsoft technology consultancy called ESX Engineering. ESX has strong capabilities in software development, IT infrastructure and creative services. We have exceptional capability in Mobile/Wireless and Web based workflow application development. We also have tremendous domain experience in healthcare solutions. As a small company CEO I am always looking for new opportunities to meet individuals whose firms may have need of our services. I would appreciate the opportunity to meet and introduce myself and ESX. If appropriate we could explore any potential opportunities between your firm and ESX, or perhaps you could provide a further referral. Sincerely Yours,