Subject: "Credit Issues".

Body: John: I have finally heard back from my credit person on all of the credit points that I wanted him to confirm. The only change that he raised was on the cross default where he said that the threshold was $100,000,000 for the Credit Support Providers and $10,000,000 for each party. I will send you a new mark up on that. Otherwise, everything else credit wise was as stated in your draft.

Subject: "Subsidiary Equity or Phantom Equity".

Body: Michelle, This email confirms our discussion that one of the mandates of the Compensation Committee of the Board of Directors of Enron is that they approve all formations of and grants related to any subsidiary equity or phantom equity plans. Mary and I can and will work closely and quickly with any group needing to get this done. Mary is responsible for presenting the plan for approval to the Compensation Committee after Tax, Legal, Accounting, Commercial and HR interests are scrubbed. These types of plans have accounting, legal and tax complexities that need to be worked out and change regularly. Also, it is very important that no written or verbal promise related to equity grants before Compensation Committee approval is obtained. Regards,

Subject: "Agreements".

Body: Bruce and Scott: I just received this from our guys. I no nothing about the call at 4 tomorrow or who is on it and when our guys want to talk to us about this, but as soon as I find out, I will let you know. Carol

Subject: "Enron Net Works LLC".

Body:
Jeff, here is the list of managers and officers as it now stands. Let me know what additional changes you want made and we will get all of them done. Mark