Subject: "Thanksgiving reporting (US Holiday)".

Body: The following are consolidated DPR reporting & officialization requirements for the US Thanksgiving holiday which is Thursday, November 22 and Friday, November 23. All US markets are closed Thursday, and NYMEX is closed Fri, but rate and currency markets are open Friday. Wednesday's trading - Consolidated DPR - will be prepared on Monday, the 26th Officializations - no change to normal procedure Thursday & Friday's trading - Consolidated DPR - since most markets are closed, there will be no consolidated DPR for these days. However, if there is trading; positions, VAR and P&L have to be reviewed against limits, separately from the activity of Wednesday's and Monday's trading. Officializations - This holiday marks a change to prior procedures due to an increased need for more complete info in RMS. Ramesh (RAC IT) is going to run a job to copy Wednesday's numbers for Thursday and Friday for all groups for which he has not received books. I had spoken to a few of you about performing this copy/roll manually. This is now not required. This memo should not affect EEL or IR/FX trading. Please call if you have questions. Best regards,

Subject: "Immediate support".

Body: Dear Rod: Sorry we could not touch base today. I know you are swamped with the current situation. Several of us have helped companies work through crises like this over the past twenty years. We understand Enron's need for exceptionally fast action. We have the crisis management expertise and I offer you our full and complete support in this time of need. Mark, Paul and myself have been contributors to successful crisis interventions involving such companies as IBM, Texaco, Humana Hospitals, Texas Instruments, Hospital Corporation of America, Lucent Technologies, Atlanta Scientific, Honeywell, 3M, Phillips Petroleum Company?. Rod, we are at your service immediately. We know that in Enron's current crisis, you cannot: ? Grow fast enough to make a positive difference ? Sell assets fast enough to make a positive difference ? Move fast enough into a major cost cutting program and reorganization of assets to generate the cash and credibility to needed to appease Wall Street ? Aggressively communicate and perform those needed actions fast enough to regain support from Wall Street. Due to the significance of this situation, we know that Enron would benefit greatly by reducing cost this week by 5-7 percent, with an additional 5-7 percent reduction next week, followed by an additional 5-7 percent over the next month - all while you and the leadership team continue to manage the external crisis. This will get you the positive story and operating earnings needed to begin reestablishing your market position. These are hard times and these unbearably hard decisions and their public announcement need to take place quickly. We offer to help you and the leadership team: ? Speed the achievement of large scale cost reductions ? Quickly shore-up your most pressured areas of exposure ? Create the "operations" success story for Wall Street, investors, partnerships and employees ? Provide options for impending scenarios not yet encountered Call me today at #33034 or I will give you a call in the morning to follow-up. We want to help you make a positive difference. Sincerely,

Subject: "Surety Bond Language".

Body: Janet: Enclosed is some sample surety bond language that we have used along with a surety bond form. I have reviewed your form and think that we can use it with some minor modifications. The enclosed provisions will need to be modified to fit our situation and taht is part of what I want to discuss at our meeting next week so we can all understand how the bond gets issued, what it covers and how it gets triggered. I look forward to seeing you next Thursday.

Subject: "ABB transformer purchase".

Body:
I'm circulating some language for the ABB transformer purchase agreement. = =20 Please let me know if you have any problem with the language. The buy back language is new. The assignment language is intended to addre= ss=20 some concerns raised by ABB - the changes are marked in red. Buy back option. (5.4.3) At Purchaser=01,s option, Seller will arrange for storage of the Unit or Un= its=20 to be stored for up to one year following the successful conclusion of=20 factory testing. Purchaser shall pay the Purchase Amount in full, and will= =20 pay the actual storage charges, billed quarterly during the year the Unit o= r=20 Units are stored. Title and risk of loss shall be with Purchaser during th= is=20 storage period. Purchaser shall have the right (but not the obligation) to= =20 sell the Unit(s) back to Seller for 30% of Purchase Amount of the Unit(s)= =20 after the end of the one year storage period. Payment will be due 30 days= =20 after receipt of written notification by Purchaser of its intent to exercis= e=20 this option. Title and risk of loss shall be with Seller as of the time of= =20 payment. If Purchaser desires to sell the Unit(s) prior to the expiration of the one= =20 year storage period, Purchaser may request, and Seller agrees to act, as=20 broker for the re-sale of the Unit(s). The terms of the remarketing agreeme= nt=20 will be subject to mutual agreement. Changes to assignment language. 22.2 Assignment by Purchaser. This Agreement or any right or obligation= =20 contained herein may be assigned, from time to time, by Purchaser without= =20 Seller=01,s consent to: (i) Agent (in the case of an assignment by Purchaser) or an Affiliate of=20 either WestLB or Agent; (ii) a joint venture, partnership, limited liability company or other simil= ar=20 entity in which Agent or any of its Affiliates is a venturer, partner or=20 participant with no less than a nineteen and one-half percent (19.5%) equit= y=20 interest; (iii) any Lender; (iv) any Indemnified Party; (v) any entity for the purposes of financing or sale of the Facility; (vi) any party (1) for which Agent or any of its Affiliates has agreed to= =20 construct or develop a facility using the Equipment, or (2) to which the=20 Agent or any of its Affiliates has agreed to convey a power plant project= =20 which it has under development; or (vii) any contractor or developer (including, without limitation, Enron=20 Engineering & Construction Company and/or NEPCO) which is retained by Agent= =20 or any of its Affiliates to construct or develop a Facility using the=20 Equipment. In the case of an assignment to a party described in (ii), (vi), or (vii)= =20 (other than Enron Engineering & Construction or NEPCO), Seller shall be=20 entitled to request and receive an appropriate guaranty, letter of credit,= =20 payment bond or other reasonable form of payment security, in amount not to= =20 exceed the amount of the Purchase Amount remaining to be paid at the time o= f=20 the assignment, unless the assignor agrees to remain liable for all future= =20 liabilities under this Agreement. A letter of guaranty, letter of credit, = or=20 payment bond provided by an entity rated BBB+ or better shall be deemed to = be=20 an appropriate form of security for the purpose of this provision. Except for (i) through (vii) above, this Agreement may not be assigned by= =20 Purchaser to other parties without the prior written consent of Seller whic= h=20 shall not be unreasonably withheld, conditioned or delayed. Seller agrees = to=20 respond to any request for consent within thirty (30) Days following its=20 receipt of such request. Any failure to respond within the foregoing time= =20 period shall be deemed to be a grant by Seller of its consent to the propos= ed=20 assignment. In determining whether Purchaser shall be permitted to assign= =20 this Agreement, Seller shall only be deemed to be reasonable in withholding= =20 its consent if the proposed assignee does not have substantially the same o= r=20 better credit quality than Agent unless (a) the proposed assignee provides= =20 appropriate guaranties, letters of credit or other assurances of payment=20 issued by an entity or person with substantially the same or better credit= =20 quality than Agent, or (b) the assignor agrees to remain liable for all=20 future liability under this Agreement. Purchaser shall have the right to= =20 assign or pledge, from time to time, all or any portion of its right, title= =20 and interest in, to and under the Agreement as collateral for financing of= =20 any Facility without Seller=01,s consent. When duly assigned in accordance with the foregoing (including, following a= ny=20 collateral assignment, upon foreclosure by any collateral assignee) (i) thi= s=20 Agreement shall be binding upon and shall inure to the benefit of the=20 assignee (and all rights hereunder, including, without limitation, any and= =20 all warranty rights, shall be assigned to the assignee as if such assignee= =20 were an original party hereto), and (ii) the assignor shall be irrevocably= =20 relieved and forever discharged of all liability under this Agreement so lo= ng=20 as the assignee executes an assumption of such liabilities. Any other=20 assignment by Purchaser shall be void and without force or effect.=20 Notwithstanding the generality of the foregoing, in connection with any=20 assignment permitted under this Section 22.2 to any assignee, the Purchaser= =20 shall have the right, from time to time by Notice to Seller and without=20 Seller=01,s consent, to (i) designate such assignee to be the successor of= =20 WestLB hereunder, (ii) designate such assignee to be the successor of =20 =01&Agent=018 hereunder, (iii) designate such assignee as a sub-agent of th= e Agent=20 hereunder, and (iv) designate that such assignee has succeeded to all of th= e=20 rights and obligations of both WestLB and Agent, whereupon (notwithstanding= =20 the first WHEREAS clause hereof, but subject to any subsequent appointment = of=20 an =01&Agent=018 hereunder) each reference to =01&Purchaser=018 hereunder s= hall be deemed=20 a reference to such assignee acting in its individual capacity and each=20 reference to an =01&Agent=018 herein shall be deemed deleted. Upon any permitted assignment of the rights under this Agreement to acquire= a=20 Unit or Units, and the assumption (in accordance with the terms hereof) of= =20 the obligations related thereto, Seller shall enter into a separate purchas= e=20 agreement with the permitted assignee (each, a =01&Facility Agreement=018).= The=20 terms of each Facility Agreement will be in strict conformity with the term= s=20 and conditions of this Agreement, except for site specific changes as agree= d=20 by the Seller and such assignee. In no way shall the Facility Agreement=20 increase the liability or responsibility of Seller, Purchaser, or Agent und= er=20 this Agreement. The parties further agree that the provisions of this Agreement relating to= =20 assignment will only control the assignment of Purchaser=01,s or Agent=01,s= rights=20 and obligations under this agreement prior to Acceptance of the Unit to be= =20 assigned. Following Acceptance, Purchaser or Agent shall be permitted,=20 without Seller=01,s consent, to: (i) assign its rights under this Agreement= ,=20 (ii) convey any ownership interest that it may have in the Facility and/or= =20 (iii) convey any ownership interest that it may have in the entity which ma= y=20 own the Facility.