IN: Kim, Kelli and Jeff - I have taken a look at the Northern California Power Agency deal, and it looks pretty good from a credit standpoint. We currently have some exposure to NCPA on the power side, but it rolls off by the end of the year, so I think that we can still get this deal done. Some outstanding issues: 1. We MUST have a Master Firm in place with NCPA to transact on this deal. I can begin working on this, but I need to get NCPA's latest financial results to determine an appropriate collateral threshold for NCPA. This shouldn't be a huge hurdle. 2. We need to ask Jeff Hodge for his opinion with respect to NCPA transacting a deal of this tenor. There are sometimes tenor limits placed on municipal entities to limit the term under which they are authorized to transact. Jeff: How do we research this issue? NCPA has provided us a brief statement that indicates that "NCPA will work expeditiously to execute a definitive contract and has all the necessary approval authorities", but my feeling is that we need something a little more substantial than that. 3. Kelli: Have you spoken with Global Finance to price the embedded loan in this deal? 4. Kim: I don't think a credit reserve will be needed on this deal. 5. Kim: From the document that NCPA sent out, it appears that your Monday bid is preliminary and conditional. We need to make sure that NCPA understands our requirements with respect to executing a Master. Can your contact at NCPA help me get a copy of their latest financials so we can expedite that process? 6. Kim: ONE VERY IMPORTANT NOTE: NCPA's credit ratings have remained solid throughout the California power crisis, for a number of reasons. As such, I am pretty comfortable moving forward with this deal, given the above requirements. However, if their financial results indicate some problems, we may need to include some stringent credit requirements in the Master. I'm pretty sure that their results will look good, but this is a contingency to bear in mind as your prepare your bid. Please give me a call with any questions. Thanks, JRW

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OUT: NCPA

IN: Attached is the current template for the ERCOT power swap transaction. You would substitute "South" or "West" in lieu of "North" if one of the other zones is to be used. Please let me know if you have any questions or comments. Regards,

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OUT: ERCOT Zone North 2001

IN: The Reliability Compliance Monitoring Subcommittee ("RCMS") of the New York State Reliability Council ("NYSRC") is posting this message to inform all interested parties of the ability to attend in person or participate, on a "listen-only" basis, in the NYSRC RCMS's Meeting No. 21 scheduled for September 20, 2001, starting at 8:00 A.M. at the Hotel Inter-Continental in Toronto, Ontario in the Conservatory Suite on th 7th Floor. Attached in Word format is the Agenda for this meeting. The NYSRC has opened its Committee, Subcommittee, and Working Group meetings in accordance with NYSRC Policy No. 2, which is available on the NYSRC web site at "www.nysrc.org", on the "Policies" web page. Those who plan on attending the meeting in person are requested to contact Mr. George Loehr at least seven (7) days in advance of the meeting (by at least September 13th) by sending an email to "gloehr@eLucem.com", with the names of the individuals & organizations attending. Meeting space will be available on a first-come, first-served basis due to the space limitations of the conference rooms. Those wishing to participate on a "listen-only" basis can call (954) 797-1657, and enter Participant Code 493440, starting at 8:00 A.M. Participants will be required to place their telephones on mute so as not to prevent other parties from participating. Those who plan on listening to the meeting shall send an email to Mr. Loehr's attention at "gloehr@eLucem.com" with the names of the individuals & organizations participating. Attendees who are not NYSRC RCMS Members or Alternate Members will be given an opportunity to comment at the end of each meeting, or earlier at the Chairman's invitation. Joseph C. Fleury Secretary, NYSRC Executive Committee (See attached file: RCMS Mtg#21 Agenda.doc) - RCMS Mtg#21 Agenda.doc

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OUT: NYS Reliability Council - Reliability Compliance Monitoring Subcommittee Meeting No. 21 - September 20, 2001

IN: Many of you have inquired about January reimbursements to 2002 flexible spending accounts. Aon Consulting, Enron's flexible spending account administrator, has experienced some processing delays. Aon has encountered difficulty in retrieving spending account deduction information, and some deductions are not appearing in Aon's records. Enron Benefits is working with our IT group to help Aon resolve this issue. Also, unprecedented activity at the end of 2001 flooded Aon with year-end claims. Aon has assured us that 2001 reimbursements are now up-to-date, and that they began processing 2002 reimbursements on Monday, February 4. Questions regarding flexible spending accounts can be directed to georgia.fogo@enron.com.

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OUT:
Flexible Spending Accounts