IN: We have received the executed Acknowledgement and Termination Agreement dated effective as of December 1, 1999 by and among El Paso Merchant Energy-Gas Company (formerly known as El Paso Marketing Company, also formerly known as Eastex Hydrocarbons, Inc.), El Paso Merchant Energy Gas, L.P., El Paso Energy Corporation, and ENA (formerly known as ECT). Such document referenced the merger of Sonat Marketing Company, L.P. with and into El Paso Merchant Energy-Gas L.P., and the subsequent assignment of El Paso Merchant Energy-Gas LP's rights, duties and obligations to El Paso Merchant Energy-Gas Company. Under such agreement, the parties agree that: 1. ENA and El Paso Merchant Energy-Gas Company agree that (a) the Sonat Marketing Company and Sonat Marketing Company, L.P. financial Transactions shall be governed by the El Paso Merchant Energy-Gas Company financial Master Agreement dated as of April 20, 1995; and (b) the Sonat physical transactions shall be governed by the El Paso Enfolie Master Firm Purchase/Sale Agreement dated March 1, 1998; 2. El Paso Energy Corporation, as Guarantor, agrees that its guaranty shall remain in full force and effect with respect to the transactions evidenced in Item 1 above; 3. Enron Corp., as Guarantor, agrees that its guaranty shall remain in full force and effect with respect to the transactions evidenced in Item 1 above; 4. ENA and El Paso Merchant Energy-Gas Company agree that the Sonat financial Master Agreement dated as of September 1, 1994, and the Sonat Master Firm Purchase/Sale physical Master Agreement, will be terminated; 5. Each of ENA, El Paso Merchant Energy-Gas, L.P. and El Paso Energy Corporation agree that the Sonat physical Guaranty dated August 28, 1995, the Sonat financial Guaranty guaranty dated August 28, 1995, the Enron Corp. financial Guaranty dated as of August 28, 1995 and the Enron Physical Guaranty dated May 1, 1994 are thereby terminated. All of the above is rather complex, and I've tried to reduce 3 pages of "Whereas" clauses into 1 paragraph, but I will distribute the document to the usual suspects, so any confusion about parties should become clearer.

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OUT: El Paso/Sonat Acknowledgement and Termination Agreement

IN: Dear Friends, As has been my custom for the last several years since my moving from New Yorkto CaliforniaI am sending a message wishing each and every one of you and your families the Happiest and Healthiest of Holiday Seasons. This year perhaps more than ever I have had the chance to think about how fortunate I have been to be able to send a greeting out to so many people with whom I have had the opportunity to work with and call my friends over the years. From the old NYPP to ABB, APX and Enron, it has been my pleasure to have worked with you. No matter where I have gone I have been lucky enough to met and work with some of the best people in the industry. My hope for each of you is to have a prosperous New Year and that I have the opportunity to see you again as time moves forward. Happy Holidays,

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OUT: Merry Christmas and Happy New Year

IN: We will hold off transferring any physical positions desk to desk until the end of bidweek. After NX1, we will transfer positions at a daily EOL Index mid price. Please monitor my book and others to make certain DEC deals are not being transferred prior to NX1 at an IF monthly or GD daily mid price. Thanks,

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OUT: DEC physical

IN: Mr. Skilling, Rev. Lawson would like to thank you for extending to him the invitation to participate in the 2001 Big Cats Gala on June 14, 2001 at the Bronx Zoo in New York. Unfortunately, he will not be able to attend the event, and the Wheeler Avenue budget for this year is not such that we can comfortably make a contribution. He would like to convey to Mr. Lay, however, that he rejoices with this esteemed honor and will continue to keep his friend in his prayers. Thank you,

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OUT:
WCS Event honoring Mr. Lay