Subject: "My New Situation".

Body: Hello Friends and Colleagues, I am excited to tell you that starting January 7, 2002, I will have a new job. I will be the Vice President of Research Programs at the new Electricity Innovation Institute in Palo Alto, CA. EII is a spin-off from the Electric Power Research Institute. It's purpose is to lead public/private research collaboration for clean, efficient energy and the quality of life opportunities that electrcity-based innovation provides. Our first two projects will deal with reliability of the electric system and integration of distributed generation into the existing distribution grid. I have really enjoyed my time with Green Mountain Energy Company and firmly believe that customers will choose a cleaner, "greener" electricity product if given the opportunity. However, this is a good time for me to go in a new direction. Starting January 7, you can reach me at 650.855.2100. My e-mail address will be rcouniha@e2i.org. Until then, I am taking time off. See you next year! Rick

Subject: "Employee Meeting Postponed".

Body: We know you have questions about recent events impacting Enron and our plans for the future. Ongoing investigations and pending litigation have made it difficult, if not impossible, to share information in a timely manner. While we can't address certain issues, we can tell you about our initial plans to move Enron forward and emerge from bankruptcy, and we are eager to do that. We had planned to hold an all-employee meeting tomorrow, January 23, at the Hyatt Regency. However, we don't want to subject you to the media frenzy that would certainly surround such a meeting, so we've decided to postpone it. We are currently making arrangements to hold a series of employee meetings within the building to protect your privacy. We will provide the date and times to you as soon as the logistics for those meetings are finalized. Prior to the employee meetings, we will provide an overview of Enron's new organizational structure. You can expect that memo shortly.

Subject: "federal judgeship".

Body: I know Chip personally, as, of course, does Leslie. Leslie may be better able to speak to Chip's judicial background. Chip is a fine man and deeply involved in his community. Any chance we could pass word on to Sen. Dom. 's office?

Subject: "VNG transportation capacity".

Body:
John, I have reviewed the contracts (Asset Agreement and the GPA) and here are my= thoughts regarding your request. In short, the agreements do not specific= ally address capacity being needed by third parties. ENA does have a right= to all of their capacity free and clear of all encumbrances. Last year we= did discuss this issue (the interruptible VNG customers wanting to take re= leases of VNG capacity), but at the time Jim Scabareti indicated that he wa= s going to play hard ball with his interruptible shippers in year 2 (i.e. n= ow), since VNG was really getting tight on assets due year-on-year load gro= wth and no new capacity additions. He gave the assets up last year because= he did not want to have any noise at the VSCC when the VSCC was considerin= g the affiliate relationship between VNG and AGLES. However, as I reflect = on it now, it seems to me that VNG (aka Sequent) really needs to weigh heav= ily the decision to release any assets to third parties through this winter= (interruptible or otherwise). At a minimum, any releases should be done r= ecallable based on weather forecasts based on some HDD amount. The profit = sharing provision is the same for years 1 and 2. My suggestion is that you do the following: (1) remind Sequent about the de= liverability issue facing VNG and (2) develop a plan with Sequent for talki= ng to Customers, so as to minimize any VSCC risk since the VSCC thinks Sequ= ent is VNG's asset manager. =20 Mark Breese is back in the office tomorrow and I will confer with him as we= ll. You might seek Jeff Hodge's thoughts as well. If you have any questio= ns, please ask. Regards,