Subject: "Friday phone call AND MEMO FROM CAROL ST. CLAIR".

Body: I hope you can help Carol out before our phone call in the morning. I have tried Patricia Aufranc twice but there is no answer. If you could reach her early in the morning to resolve, I would be most appreciative. You can discuss with me in the morning. Thanks. Sara

Subject: "Revised Exclusivity Letter".

Body: First order of business. Again, we can discuss this on Monday. I think Ben (or one of his minions) called Carolyn and asked her to be on a telephone call today. I have reacted with righteous indignation, and Carlos is going to tell her it is not necessary for her to be on the call. I really hadn't intended for Carolyn to work on this transaction. Talk to you Monday. Kay

Subject: "Request".

Body: Hi Jeff, I am a consultant working with Conoco (Downstream North America and Europe) - helping them reinvent their business through innovation. My clients are Jim Nokes, EVP and Rick Hamm in Europe. I would like to discuss with you the possibility of you speaking to a group of senior executives at Conoco UK, telling the Enron 'story' and how you've reinvented your business. Your presence would be a very inspiring to them and telling the story 'live' would help them develop the mindset they need to innovate new products, services and get into new markets. I will give you a call tomorrow (Tuesday) to follow up on your level of interest or I can be reached on my mobile at +1.617.306.0599 Thank you for your consideration. Sincerely,

Subject: "Forward Contract Advice".

Body:
David: We need your and your firms' assistance regarding various forward contract issues that we continually seem to face as we develop new trading products and as we deal with our existing contracts in a distressed counterparty or bankruptcy situation. I thought that it would be helpful to summarize what we need done before we talk to you. Here are the areas that we need your advice on: 1. Obtaining Forward Contract Status a. All requirements deals b. bundled service contracts c. can only forward contract merchants terminate? If enter into single output contracts, does that affect our status as a forward contract merchant? (ewg, QF issues) d. review of Polaroid contract e. Review of EES retail contracts in general f. spot masters - are they forward contracts? 2. Termination Payments - is it considered a pre-petition or post-petition claim? 3. Utility Status - is any Enron entity a utility under the Code? 4. Swaps - can some of our "physical" contracts be recharacterized as swaps? 5. Collateral other than cash and LC's - can it be liquidated without relief from the stay? Ed Essandoh, an attorney with EES, will be faxing to you a copy of the Energy Management Agreement that EES has with Polaroid Corporation. We would like for you to review it and give us your thoughts on whether it would qualify as a forward contract. Ed's direct dial number is 713-345-8939. Can you contact my assistant, Sandy Haldeman, to schedule some time for Ed and I to talk to you about the above? Sandy's direct dial number is 713-345-3879. I will be out of pocket most of tomorrow morning but feel free to call Ed directly with respect to the Polaroid contract. We have assumed that your firm will not have a conflict on this but if this is a problem, please let us know.