IN: Mike: Please forward the letter to Jeff. Jeff, we'll be signing the letter. Look like something TW can sign. Give me a ring when you get a chance to look at it. Best,

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OUT: Letter to Loretta

IN: How well do you know our Code of Ethics? "It is a condition of employment that each employee accept the responsibility of complying with the foregoing policies. The Company will require each employee of the Company to complete and submit a statement in a form designated by the Company pertaining to such employee's compliance with the policies set forth in this booklet. The Company reserves the right to request any employee to complete and submit such statement at any time or as frequently as the Company may deem advisable." (Enron Code of Ethics, July 2000, page 62) What does that mean? In layman's terms, everyone employed by Enron agrees to all the policies and standards listed in the current Code of Ethics (July 2000). Who does it apply to? The Code of Ethics applies to all employees, third party contractors, guests and licensees of Enron. Additionally, employees are responsible for their family members and/or personal household who use, own, or have access to Enron's communication services and equipment -- including telephones, fax machines, computers, computer modems, long distance telephone services, cell phones, voice mail, pagers, e-mail, mail and delivery services.

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OUT: Code of Ethics -- What Exactly Did I Agree To?

IN: Hey Gerald! I finally got my computer back up. The name of the utility is Powder River Energy Corporation - A Touchstone Energy Cooperative (I don't know if you need that last part or not). The relationship is this: ECS is acting as the agent on behalf of Crestone Energy Ventures, LLC to purchase power and deliver shaft horsepower. We will be buying electricity strictly off of PRECORP's tariff. We will also be providing the cash for PRE to build transmission to the compressor site. Right now, the deal term is for 10 years, starting in May '02, but we will begin negotiations with them immediately. Last week I met with three people from PRECORP, just to begin the relationship, one of which was Clarence Moshier (Chief Operating Officer for PRECORP), who I spoke to again yesterday. He said that they would have no problem signing a CA with us. Basically, I just want to make sure that whatever we put in place with PRECORP cannot be relayed to Crestone by them. Anything else you need? Andrew

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OUT: CA with Powder River Energy

IN: Luanne: Our credit person is fine with revising the MAC language to say taht a MAC would be triggered if either (1) an entity's Credit Support Provider's rating from S&P is below BBB- by S&P or Baa3 by Moody's or (2) if such Credit Support Provider fails to be rated by both S&P and Moody's. Also, in Sections 4.5 and 4.6 of the ISDA Schedule we would like to change the reference to "Goldman Group" to "The Goldman Sachs Group, Inc." I will have Tana Jones draft an amendment and send it to you. Call me if there are any problems with the above. Tana, Please draft an amendment for my review.

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OUT:
MAC Amendment