IN: Armando, further to our conversations please find attached my calculation of the values we are seeing in the marketplace. The information provided is for discussions between Mexicana and ENA and is not to be distributed to any other party. As discussed, ENA's economics are based on a variety of assumptions including volumes ( that actually flow ), basis market, tariffs, and credit, not withstanding the paper we will be looking at executing. I believe Enron is your best choice in counterparties and we very much welcome the opportunity to act on your behalf as Agent in the liquidation of the transportation on El Paso. In summary, and as previously discussed I would like to submit a term sheet to you based on a summary of the documents and steps we will need to impliment to get this agreement in place. Here are just a few of the important doc's and potential next steps: NEXT STEPS: ? Mexicana needs to decided on confirm that you have chosen ENRON NORTH AMERICA to act as your AGENT. ? If ENRON is deemed agent then we need to "Accelerate' the steps in the documents summary. DOCUMENTS: ? Drafting and execution of Agency agreement between Mexicana and ENA ? Drafting and execution of physical confirm to facilitate the Monthly and Daily purchases ENA will make at the border ( Topack) with Mexicana ? Potential Deemed ISDA agreement to facilitate swaps ( to hedge spreads if so desired ). ? ENA requires ( copy of By-Laws ), even if they are in spanish, we will need these to take next step ( we have the ability to review internally) ? ENA requires power of attorney documentation ? Execution of Agency agreement between Mexicana, El Paso Natural Gas and ENA. ? Satisfactory credit review ?

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OUT: El Paso Transportation Values - CONFIDENTIAL

IN: After listening to your speech this morning, I am now, more than ever, proud to be an Enron Employee under your leadership. Your commitment and fortitude under trying circumstances is always steady and going forward. During all the past years of success and truly phenomenal growth I along with my co-workers have been richly rewarded. Not only was I rewarded economically but also my friends and superiors contributed huge amounts of time and money toward others less fortunate and able to help themselves. This is a direct reflection of your leadership and your giving back to the community. This leadership by example is what will sustain us in the coming months as we build our stock back up. I have no doubt build it up we will. There is nothing more invigorating than a challenge to show your true courage and ambition. Shifting blame and finding scapegoats has never been your style and I am very glad to see we are not starting down that road. I feel the up coming Chairman's Award will be a great boost to morale. People measure success very differently. I feel just as successful today as a year ago because I answer to a higher authority than our stock price. Enron's helping of our neighbors during the floods and the New Yorkers during their tragedies makes me very proud to work at this company. Time is a better indicator of how well we persevered during these rather tumultuous times. Here's to a better view in two thousand two. Regards Sherry Butler

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OUT:
My congratulations on your address to us this morning