Subject: "Midway LOI (prototype for Ft P)".

Body: As requested, here is the current draft of the Midway LOI. The counter party has not seen this draft yet, so this is still preliminary. I'm reviewing the term sheet re toll. Kay

Subject: "Various".

Body: Richard, I think I am starting to obsess and I really don't want you guys working on this; however, it think that it is very odd that this Griffin guy over an eight week process, two registered letters and a phone conversation does not send a letter or bring up this "Chrome Dreams" issue from 1986 with us until this lawsuit is filed without our knowledge. This guys sounds a little off. Regards

Subject: "Regulation M-A".

Body: Attached hereto is a memorandum outlining the requirements of Regulation M-A with respect to communications regarding the Enron/Dynegy merger. In general, Regulation M-A requires that all written communications made by Enron that could be viewed as soliciting support for the merger and are sent to stockholders must be filed with the SEC on the date of first use and must contain the legend set out in the attached memo. This memo was distributed today to the attendees at Steve Kean's daily 10:30 meeting. If you have any questions concerning the attached, please contact me at ext. 33448 or Elizabeth Sager at ext. 36349. Thanks, Anne.

Subject: "For Your Review and Approval - project completion".

Body:
Pat, thanks for the revisions to the AESOP language. I have another one for you. The attached is a proposed retention program for persons in HR who may be facing outsourcing. There is a need to incentivize these key personnel to stick around now and, if there is an outsourcing, to help with the transition. Your comments/thoughts would be appreciated. Thanks. Michelle