IN: Mr. Lay, The scripture today was from Psalms 7 through Psalms 10. I am so overwhelmed with what God is showing me. I so hope you are being ministered to. I just heard from a friend that you are apparently going to have to appear in court. I don't know if this is true but the message is still the same. God loves you. I know that you, maybe above all the rest, KNOW that. Minister to the others that know Him. Pray for them, with them. They need to know the One that we know. I am glad I heard so that I may pray for you specifically. 12/7/01: Lord, all through this You have shown me over and over your holiness but most of all, more than all, Your grace. You lead me to confess this morning that I have not trusted the hand of God because I didn't really trust the heart of God. In all of this, You have shown me Your heart. By showing me Your heart for one of Your children in trouble, grave trouble, You have made me know You. How could I deny a Father that has such kindness towards His children? One that does NOT accuse us but says "Come to me, I will give you rest. I will save you. It gives me pleasure to give you the Kingdom." Lord, Mr. Lay, probably already knows all of this and maybe this has all been for me. All I know is that more than ever, I come before You on behalf of my brother, Ken. You, above all others, know every thought, every fear, every doubt, every arrow from the enemy that has made its way through. Every verse that you have uttered into my heart has been about how you love him. How you delight in him. How you do not condemn him. How you see the righteous acts he has done. Maybe even from seeds sown in his life long ago - I don't know - but You have shown me certainly that this is the God I want to give my whole heart to. I don't want to hold anything back anymore, ever again. I am in love with you, Jesus. I thank you for the emphasis on the verse about how You will MAKE us love YOU with all our hearts, souls, minds, and strength. Do that for Mr. Lay, Lord. Do that for him. Pour out Your Spirit on him so that he can't help but completely give up to this God of his. This God that has never left him-will never leave him. This Father that says "I delight in you". This Bridegroom that says, "I promise to take care of all your needs. I want you with me for the rest of my life". This Son given to us as a baby. Laid at the feet of mankind as The Lamb offering that God required. Like You lead Abraham to prophesy so many years before "And Abraham said, My son, God will provide himself a lamb for a burnt offering: so they went both of them together" (Genesis 22:8). Lord, YOU ALONE ARE WORTHY OF OUR PRAISE. Thank you. In Jesus name.

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OUT: Prayer Journal

IN: Jeff Candidly, this wouldn't have been my approach (posh location, closed format, odd group, seemingly self-serving agenda). I read the article below as unsympatheticand almost mocking in its tonetoward Enron. It's noteworthy theBeverly Hills meeting was not covered in the Los Angeles papers. Instead, this article comes fromthe front page of the Bay Area's San Francisco Chronicle (Democratic bastion and home to both of California's United States Senators, power broker Willie Brown, Attorney General Bill Lockyer and the state's public utility commission). Consistent with myconcern about a "coast-to-coast firestorm"engulfing Enron, the New York Times ran two articles today that were unsupportiveof the company. q Senator Calls for Hearings Into Energy Regulators' Moves By CHRISTOPHER MARQUIS Senator Dianne Feinstein called for hearings into possible improprieties between members of the F.E.R.C. and private energy interests. q Enron's Dispute With Utility in India Grows More Tangled By SARITHA RAI The dispute between the Enron Corporation and Indian federal and state government officials keeps getting messier. These follow the Times' tough piece on Ken Lay yesterday. Undoubtedly, the Washington Post will have to get into fray soon. My feeling is that just as with the "business" side, Enron's public policy strategy needs be well informed, sophisticated and comprehensive. I fear that anything less will fuel the potential of undesirable outcomes for Enron's reputation, leadership and shareholdervalue.

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OUT: Enron's secret bid to save deregulation - PRIVATE MEETING Chairman pitches his

IN: Mark, re. the above, we are working on a significant number of divestments (very important transactions for cashflow reasons totalling potentially over 500MM US) in Europe that are likely triggers; I urgently need to address this with you guys - Michael Brown wants me to sort out a waiver letter / procedure before the weekend. Can't get a hold of Lance. Could you or Lance give me a shout this morning. Thanks, Marcus

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OUT: negative covenants in merger agreement

IN: Here's an update to yesterday's meeting on this subject. Product Development (Jim Wood, JD Burrows, JeVaughn Sterling, Gillian Johnson and myself) had a brief discussion with Jim Brown (Transaction Accounting) to review the applicability of MTM accounting for the Maryland index product. With relatively minor contract changes (to ensure the product is an "Index Plus" structure) the conclusion of the discussion was that the product should qualify for MTM. Market costs will not necessarily match revenues (for the reasons we discussed yesterday) which should make the product eligible for MTM. The desk would have an index position. The desk can then choose to manage the position or not. Nina and I certainly want to make sure you agree with this reasoning. Here's a 1st draft of a TC with marked revisions. The "Management Fee" is eliminated and replaced with EESI Energy Index Price plus $__/kWh in this draft.

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OUT:
Maryland "Index Plus" Product