Subject: "Ind/Heart".

Body: We can amend, and assign everything including the guaranties, as long as I have some paper work showing the company structure. We do not need to put a new master in place. dp

Subject: "In re F&J Representation".

Body: Bob and I just spoke with Steve Susman. I tried to mention the points you asked. Here are his comments: 1. F&J probably could not simply send us our files back and put itself in a position to be adverse to us with Arthur Anderson. Susman believes that there is a "hot potato" rule that prevents F&J from doing so. 2. That being said, Susman doesn't care if F&J represents Arthur Anderson or anyone else potentially adverse to us in the actions he is handling. 3. Susman would not, however, agree to a broad advance ethical waiver, as proposed by F&J. He does not believe such waivers are effective. Susman would agree to a waiver once we were advised who F&J wanted to represent. I don't know whether F&J would agree to this or not. 4. Susman recognizes that we cannot force F&J to take on the new Mariner matter, and that this is ultimately a risk/benefit decision for us to make, and that we may have to agree to terms that we otherwise wouldn't agree to. Parenthetically, I have received no comments on F&J's proposed waiver letter. Under the circumstances, from his standpoint, Bob is inclined for us to get the best deal on the waiver letter that we can with F&J, but that if F&J won't budge, that we take something along the lines of what they have given us (Bob, let me know if I have mischaracterized your thoughts). From my standpoint, I unfortunately think there are some parts of the letter that we must have changed. This would be to the extent that the letter purports to have Enron Corp. agree to bind all the Enron entities, and to the extent that it involves Enron's agreement to what will happen after the Dynegy merger (as I set out in my earlier e-mail). My recommendation would be, as set forth in my earlier e-mail, that only the Enron entities currently being represented by F&J sign it and be bound by it, and to remove the language regarding what Enron would agree to after the Dynegy merger. I also find the advance ethical waiver language repugnant, but could agree to it if the other modifications mentioned could be made. I do not know whether F&J would be willing to make these changes or not. Our biggest problem right now is time-management. I know that Mariner wanted to make a decision by today as to who to use. I am willing to confer with Dutton ASAP to see what F&J would agree to, and if he can agree in principle, to send him a proposed draft agreement. I believe he is out of the office but is checking his voice-mail. Please let me know what you want me to do. Britt

Subject: "Publication Schedule for DPR During Holiday Period".

Body: The following schedule has been distributed as noted regarding publishing the DPR over the next two weeks. I know that books run in Calgary, Houston, and Portland will be calculated and officialized on Friday, December 22nd for trading that day. The current plan is not to publish the DPR for December 22nd on Tuesday, December 26th, but to wait until the first Enron official business day to do so (i.e. Wednesday, December 27th). That will work as long as trading results for Friday, December 22nd are not dramatic. Please leave a voice mail message after calcing the books on Friday, December 22nd for Chris Abel (x33102) to give him trading results by commodity for December 22nd. If there are dramatic results, Chris may produce a preliminary and rough DPR on Tuesday, December 26th with the information that you provide. For locations that will not calc and officialize books on Friday, December 22nd, you will still need to contact Chris to give him your best estimate of trading results.

Subject: "MMS Keep Whole".

Body:
Nelson, Here is the latest version of the MMS Keep Whole that I have. I believe that we were waiting on the language from Gerald that tweeked their relevant gas day language. Let me know if you need the latest version of the language that MMS provided to us with the Relevant Gas day language. Thanks,