IN: Enclosed are those documents I believe would be impacted if we elect to use separate Credit Support Annexes, one for the new EPMI ISDA and one for the Power Master (already in existence ("Old CSA")). 1. New Credit Support Annex - to be attached to EPMI/ML ISDA ("New CSA"). Draft enclosed, including one marked to show changes from CSA currently in place between ENA and ML. 2. Schedule to ISDA - Part 4(F) would reflect New CSA rather than Old CSA. Revised Schedule attached. 3. No Amendment to Power Agreement would be required. (Delete document named "Power Amendment 1). (black-line version)

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OUT: Merrill Lynch Capital - Alternate Deal Structure

IN: Citizens had concerns about the amount of noise and vibration at our Citizens Plant Station and has recently had an expert on this subject visit the site and take measurements. The preliminary report indicates that the current configuration could potentially fail at full load conditions with a inlet pressure exceeding 740 psig. Since Citizens does not want to limit the capacity of the power-plant, we are asking that your delivery pressure be temporarily reduced to 700 psig. I have attempted to document the different operation modes that we have observed your station operating under along with any back-ground information that I was able to document. As discussed, in the design phase of this interconnect, I was informed that batching would only occur under low flow conditions, and do not understand the benefit of batching in the manner that was done earlier this year. Per our customers request (Griffith Energy) Citizens installed equipment capable of measuring down to extremely low flow rates that include three measurement runs. A 10" Instrument Ultrasonic, a 4" Invensys Turbine meter, and a 2" Instrumet Rotary meter. Although I questioned this requirement at the time, the low flow condition occurs so rarely, it is inconsequential. I have analyzed our log files for the month of November (11/1/01-12/6/01) and found that the only time the smaller runs operate is momentarily as the power plant starts up. The following volumes are accumulated totals per run for this time period. Run Size TW Flow (Mcf) Percent of Flow EPNG Flow (Mcf) Percent of Flow 2" 107.9 0.0089% 0.2 0.0018% 4" 1,280.8 0.1059% 2.1 0.0153% 10" 1,208,076.9 99.8852% 13,714.4 99.9829% My point is that in the event that you do not feel comfortable in setting your actuated valve immediately downstream of your flow control valve to take Citizens' requested pressure cut, consider temporarily using the flow control valve as pressure control. The month of November included considerable power-plant testing, and therefore the above numbers are higher that during commercial operation. When TW found it's in a difficult situation in regards to finding a solution to measuring a low flow (which appears to be erroneous information), Citizens worked with you in good faith. All we are asking is the same in return. <<Griffith-TW-Chrono.xls>> - Griffith-TW-Chrono.xls

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OUT: Requested pressure cut at Citizens Griffith TW Interconnect

IN: David: We need your and your firms' assistance regarding various forward contract issues that we continually seem to face as we develop new trading products and as we deal with our existing contracts in a distressed counterparty or bankruptcy situation. I thought that it would be helpful to summarize what we need done before we talk to you. Here are the areas that we need your advice on: 1. Obtaining Forward Contract Status a. All requirements deals b. bundled service contracts c. can only forward contract merchants terminate? If enter into single output contracts, does that affect our status as a forward contract merchant? (ewg, QF issues) d. review of Polaroid contract e. Review of EES retail contracts in general f. spot masters - are they forward contracts? 2. Termination Payments - is it considered a pre-petition or post-petition claim? 3. Utility Status - is any Enron entity a utility under the Code? 4. Swaps - can some of our "physical" contracts be recharacterized as swaps? 5. Collateral other than cash and LC's - can it be liquidated without relief from the stay? Ed Essandoh, an attorney with EES, will be faxing to you a copy of the Energy Management Agreement that EES has with Polaroid Corporation. We would like for you to review it and give us your thoughts on whether it would qualify as a forward contract. Ed's direct dial number is 713-345-8939. Can you contact my assistant, Sandy Haldeman, to schedule some time for Ed and I to talk to you about the above? Sandy's direct dial number is 713-345-3879. I will be out of pocket most of tomorrow morning but feel free to call Ed directly with respect to the Polaroid contract. We have assumed that your firm will not have a conflict on this but if this is a problem, please let us know.

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OUT: Forward Contract Advice

IN: Dub and I are going to go to Stinson/Bolinas to seela the deal on Saturday morning/afternoon prior to going to Napa for Nancy's Bday on Sat night. Would love to have you two join, but worry not if you've got conflicts. Best,

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OUT:
P. Dub-yah's Birthday