IN: Agenda Meeting of the Board of Directors Enron Corp. 5:00 p.m., C.S.T., December 11, 2001 1. Review of Bankruptcy-Related Matters - Messrs. Lay and McMahon 2. Update on Sale of Wholesale Trading Operations - Messrs. McMahon and Whalley 3. Consideration of Employee Retention Proposal - Ms. Joyce 4. Other Business 5. Adjournment

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OUT: Board Meeting Today @ 5:00 p.m., C.S.T.

IN: Assuming we keep Arthur Anderson on board this afternoon and assuming Enron is still in the business of doing asset monetizations like this one (which better be the case since its in the TW 4th Q plan @$2.5 mm), the following things need to happen on roughly the following timetable: 1. Mike talks to Hanover and we negotiate the price, specific contract language, etc. (hopefully within 2-3 weeks of turning Mike loose?) 2. Regulatory (assisted by Maria and me) flanges up the FERC abandonment filing and tees it up to file the minute Mike finalizes the deal with Hanover. We haven't talked about this for a while, but the story we tell FERC has to acknowledge that the monthly O&M cost will be higher under our outsourcing deal than it currently is, if load factor and other operating assumptions remain constant. That may be the key to our story line--we

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OUT: TW Compressor Monetization

IN: All applications residing on the R: drive will be temporarily unavailable from Friday, June 22, 2001 at 10:30 P.M. until Saturday June 23, 2001 at 2:30 A.M. for users logging into the CORP domain serviced by Enron Net Works. The outage is needed to perform required system maintenance updates and increase the storage capacity of the general application servers hosting the applications managed by the Enron Net Works Distributed Application Management group. Any questions or concerns regarding this system outage can be directed to Chris Jeska, (713) 345-7004. The following have been identified as business critical applications that will be affected by the outage: Sitara CMS Equity trading systems (eqpm directory) Adaytum CQG TMS PowerMap Europe PowerDat Europe MapInfo Professional Secretariat

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OUT: Outage for Applications Residing on R: Drive

IN: For your information. please find attached the spreadsheet that I sent to Calpine for their consideration. Action: Peter is going to review the assignment doc's and with Steve raise the proper legal document that protects ECC/ENA's interests. At this time, Peter and I are of the opinion that a new agreement may be all we need but we will discuss on Monday. Julie/ Stephanie/Eric....we need to discuss the numbers again. The real producer unwind costs may be really ugly, which basically means that our numbers may be too low to Calpine.. even with the counter offer, the front end economics are pulling a lot of value out of the deal. Assuming numbers can be agreed too by everyone, we are positioning ourselves for a package out to the producers for early next week. Stephanie.. one of our customers has asked for California fundamentals... overview... do we have anything available. Talk to everyone on Monday. BT

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OUT:
Calpine Term Sheet.