Subject: "Response to Comments".

Body: Karen: Here is our response to your e-mail comments: 1. We can put back VI(c)(i) but the reason that we deleted it was because the provisions in VI(c)(ii) and VI(E) really deal with how an LC can be drawn upon and the language in VI(c)(i) seemed unnecessary and perhaps inconsistent with those sections. If we put it back in, it should be made subject to those other sections. 2. With respect to your points regarding the amount that can be drawn, I am unclear as to what your position is. In one place you want to limit it to amounts owed and in another you want to limit it to Exposure Amount. What is your position. We thought that the formula that we set forth in Section 4(b) of the amendment was what everyone had agreed to. 3. The reason for the change in E.4. (c) is because the Event of Default situation has already been addressed in VI(c)(ii). 4. I need to check with our credit people regarding the transferability issue. I will note that the current form that is attached to the Master permits transfers. Why is this an issue with you? I look forward to hearing from you. My number is 713-853-3989. Carol

Subject: "you suck".

Body: if things are they seem, you will soon be getting poked in the a-hole by some lifer in the pen. good job! ps i had invested in enron and lost 100% of that money...funny that you were selling all your stock at the time...hey maybe i was buying yours... hope you like the feeling of stealing money from people like me...

Subject: "JP Morgan Chase - Executed Letter Agreement".

Body: We have received an executed Letter Agreement in connection with the Interest Rate and Currency Exchange Agreement dated as of April 5, 1994 between ENA and The Chase Manhattan Bank ("Chase") (the "Chase Agreement") and the Master Energy Price Swap Agreement dated as of May 28, 1992 between ENA and Morgan Guaranty Trust Company of New York ("Morgan") (the "Morgan Agreement"). On November 10, 2001 (the "Merger Date"), Morgan will merge with and into Chase and will operate under the name JP Morgan Chase Bank. Upon the Merger Date (1) JP Morgan Chase Bank will succeed to all rights and obligations of Chase and Morgan, (2) all outstanding transactions between ENA and Morgan shall be governed by and subject to the Chase Agreement, and (3) the Morgan Agreement shall be terminated. Copies will be distributed.

Subject: "Comments to P&S Agreement -- Triple Lutz".

Body:
Anne, I have reviewed the P&S Agreement for Triple Lutz. From my perspective, it generally looks fine. I have a few comments, and invite Pat Mackin to add any he may have, in particular based on his review of Section 4.14. In Section 4.7(c)(iv), there is a reference to any contract obligations. I believe this would include employment contracts, which do not appear to be identified specifically on any schedule unless the annual amount exceeds $250K. We may want to clarify that the disclosures are consistent with the provisions of Section 4.13(iii). Section 4.8 provides that we will not enter into any employee benefits not required by law. However, given that closing is pushed out so far in the future, we may want the flexibility to provide incentive bonuses for key personnel to stay with the company through closing. This may be done with the Buyer's consent, but we may be tying our hands. Section 6.2(e) contains a similar restriction on making payments to officers/directors. In addition, Section 4.8 states that we won't enter into or amend any employment contracts. We do not renew employment contracts at a single time, and the contracts of key personnel may expire. Do we want to tie our hands and be prohibited from amending/extending the agreements? Section 6.2(l) also prohibits the modification/amendment of contracts with employees. In Section 4.10, the wording "(other than Environmental Laws)" suggests that we are not in compliance with environmental laws. Rephrasing that sentence to refer to the provision of the Agreement may be preferable. In Section 4.11(d), we promise that we haven't provided any gift of any kind to customers. I don't think we can say that, given that we regularly host client development outings (e.g. Rodeo BBQ tickets, golf tourneys, etc.) and provide Enron goodies to people all the time. Perhaps a limitation on de minimus gifts would be more accurate. Also, a reference to our Code of Ethics may work here. In Section 4.13(a)(iii), does the $250K threshhold include only cash value, or does it include equity grants that vest over time? A reference to "cash" payments would clarify, given that people here are compensated by stock options/restricted stock that vest over time. In Section 4.14(d), I am not sure whether this transaction accelerates vesting -- Pat, do you know?