Subject: "Utility authority to engage in derivative transactions".

Body: Barry, et al: FYI. Some initial info I got from our outside council regarding utility authority to engage in financial risk management tools. More info to follow as we get it. If you have quesitons, comments, or suggestions for additional research needed, just holler. Please forward to others who might need it. Best,

Subject: "Summary of Proposed Short-term Solution for California's Energy Crisis".

Body: Dean Tyson: It was a pleasure to see you again today. Phil, it was a pleasure to meet y= ou=20 and I look forward to working together. Since time is of the essence, I=20 wanted to summarize where we left off at today=01,s meeting regarding Calif= ornia=01, s energy crisis. That summary is attached. I've also attached three=20 articles from the business section of today's Chronicle that arguably bolst= er=20 our arguments for adopting the approach that we discussed at today's meetin= g. Given the fact that the legislative process is moving rapidly, bankruptcy = is=20 a daily threat, and Dean Tyson will be attending the meetings in Davos, it= =20 appears that our window of opportunity is very small. It seems that succes= s=20 requires a meeting of the principals by the end of the week, if not sooner.= =20 The chances of success are obviously limited, but I think that we agreed th= at=20 all concerned have nothing to lose and everything to gain by taking a shot.= =20 Your offer to help in the effort obviously increases the likelihood of=20 success and is greatly appreciated. =20 My apologies in advance if I have mischaracterized any of the points made a= t=20 the meeting. It represents a =01&first cut,=018 it will undoubtedly change= as the=20 details get worked out, and I=01,m sure I=01,ve missed something. So pleas= e don=01,t=20 hesitate to edit the draft. Please keep in mind that I have not had a chance to discuss this proposal= =20 internally. As such, I can=01,t yet commit Enron to the specifics of the= =20 proposal. But I=01,m confident that the company can support something akin= to=20 this structure and can let you and Phil know first thing Monday. In addition, given the political environment in California, Enron has playe= d=20 a constructive role by providing low-key, behind the scenes advice and=20 analysis to policy makers. That approach seems preferable in this effort a= s=20 well.

Subject: "CEG DASH (Final)".

Body: Gentlemen, Attached is the final form of CEG DASH (along with a copy marked to show the changes made to the 11-21-01 v3 draft previously circulated to you). Cullen, please print and execute the signature page and send the executed signature page to me. Jeff and Jordan, I will bring this with me to our 5:00 meeting for your signatures. David Gorte will obtain all other signatures. If you have any questions or comments call me or David Gorte. Regards,

Subject: "Korea LNG opportunities".

Body:
Darrell, I attempted to call you a few minutes ago (late night your time - but there was no voicemail). I didn't want to wait several more days before I contact you. I'm out all weekend. Eric shared with me some of your concerns about resources for a Korea LNG opportunity. I certainly understand your view but wanted to share some of my thoughts. Rick and/or Clay know the Asian LNG industry better than anyone else in the company. They are very good and I have a lot of faith in them and their ability to assess opportunities and develop projects. They are lacking wholesale type of transaction experience that a few of the guys that have recently come into the group have. That is why we have brought them in. We have a very strong team and i like the mix a lot. Eric is the person we chose to run the group for many reasons but it wasn't' done as a lack of faith in Rick or his original team. The biggest opportunities and the viewpoint we must take in this business is running it like a wholesale unit and running it as a portfolio of transactions and books. That certainly doesn't mean that 20 years of experience doesn't have enormous value especially in the non-Atlantic markets. Rick is in the process of coming back to Houston after the shut down of our middle east projects and strategy. Rick is also in the process of assessing what exactly he would like to do in the time of transition. My very sincere hope is that he will stay in the LNG group and perform a very important role especially in this type of development or deal making role. Especially in a big deal in Japan, Korea or something in the Asian area. We will discuss this next week when he comes to town. I need Eric to be in Houston right now due to our Elba Island, Venezuela and Bahamas immediate activity. He will certainly be engaged in everything but he can not be focuses as much as you need in Korea or Joe needs in Japan. Please give me a call next week and we can discuss this in more detail. Thanks,