Subject: "ESA consent to assignment".

Body: Hi again. Here is the consent to assignment which I believe is ready to go. The only changes I made was adding the requirement to give notice of the financing in 3 (f), and making the release of WestLB specific to these turbines (1(b)). I will bring signature pages tomorrow, and will forward the override letter this evening. Please let me know if you have any questions or comments. Thanks,

Subject: "Organizational changes".

Body: We are pleased to announce the following organizational changes: Enron Global Assets and Services In order to increase senior management focus on our international businesse= s, we are creating a new business unit, Enron Global Assets and Services (E= GAS). EGAS will be led by Kevin Hannon, Chief Executive Officer, and Jim H= ughes, Chief Operating Officer. Kevin will report to the Enron Corp. Offic= e of the Chairman. With the exception of the Wessex Water Company (which w= ill remain in the Enron Transportation Services organization) and Enron Ind= ia (discussed below), EGAS will include all of the assets and activities of= the former Enron Global Assets group and the Azurix organization. EGAS wi= ll include Enron's assets and merchant activities in South America. In ord= er to ensure continuity in the management of our South American merchant bu= siness, John Lavorato will remain responsible for those merchant activities= . John will report to Kevin Hannon with respect to the South American merc= hant business, and will continue to report to the Enron Wholesale Services = Office of the Chairman for all other activities in his role as Chief Execut= ive Officer of Enron Americas. Enron India Enron's significant interests in India are commanding increased attention f= rom Enron's senior management. We are pleased to announce that Rebecca McD= onald will focus exclusively on Enron's business in India, as Chief Executi= ve Officer of Enron India, reporting to the Enron Corp. Office of the Chair= man. Enron Broadband Services With Kevin's departure from Enron Broadband Services (EBS), we are also mak= ing a number of changes in the EBS organization. Jim Fallon will now be Pr= esident and Chief Operating Officer of EBS. Paul Racicot, Marcello Romano = and Fred Cohagan will maintain their EBS risk management activities within = their respective regions. Dave Cox will continue as Chief Commercial Offic= er of EBS and will also join Ken Rice and Jim Fallon in the EBS Office of t= he Chairman. Finally, Rick Fehl will continue as Vice President of Network= Engineering and Chief Network Officer but will now report to the EBS Offic= e of the Chairman. Enron Principal Investments In order to better develop and manage equity investment opportunities relat= ed to Enron's core businesses, we are combining the existing investment gro= ups in ENA, EBS, Enron Investment Partners and the Enron Special Asset Grou= p into a single unit, Enron Principal Investments. Enron Principal Investm= ents will work with all Enron business units to identify, execute, and mana= ge equity investments that leverage Enron's unique and proprietary knowledg= e. These investments may be in the form of venture capital, leveraged buy-= outs, traditional private equity and distressed debt positions. This new b= usiness unit will be headed by Kevin Garland, Managing Director, and will r= eport to an investment committee consisting of Dave Delainey, Ken Rice, and= Greg Whalley.=20 Enron Corporate Development In order to improve coordination of Enron's corporate development activitie= s, we are consolidating these activities under Andy Fastow, Executive Vice = President and Chief Financial Officer. Jeff Donahue, Managing Director of = Corporate Development for EBS will now head Corporate Development across En= ron. Corporate Development leaders in the business units will have a dual = reporting relationship to their business units and to Jeff. One of Enron's most compelling challenges is the sale of certain assets or = businesses that are no longer core operations. Mark Metts, Executive Vice = President of Enron Corp., will head up a new Special Projects group to spec= ifically focus on the completion of some of these more challenging transact= ions. =20 Please join us in congratulating all of these individuals on their new resp= onsibilities.

Subject: "Prayer Journal 12/6/01".

Body: 12/6/01: Lord, how excellent is Your name in all the earth! You are so incredibly good to Mr. Lay!! Look at what you gave us today!!! Colossians and 1 Thessalonians. What an encourager You are Lord!! Who can know You!!!??? Your ways are certainly NOT our ways! Thank you, Jesus!!! Ok, Lord, this is what is in my heart today for them. Lord, just like you gave Noah a rainbow (from the throne room of God, by the way! )-I am asking You to give them an assurance that this kind of disciplining will not happen again. Yes, Lord, they need to trust in You. I know that but every time the stock goes down they will panic. So, I guess first of all, they need grace to put their trust in YOU but remembering that we are dumb sheep, please do something in their hearts to not go into panic every time the stock goes nuts. I guess what I am asking is for You to supernaturally restore confidence in the leadership of Enron. Give them supernatural favor in the hearts of the people. BUT You must also command Your Word in the hearts of the leadership. Let them NEVER get into this kind of mess again. You tell us to look well to the state of our flocks (Prov 27:23 Be thou diligent to know the state of thy flocks, and look well to thy herds.) Thank you, Lord, that YOU bear such wonderful witness of your child, Ken Lay. Make him see that Your heart is so good towards him. Make him see, Lord. We need to know that our Father is on our side. We come into agreement with you that YOU ALONE are GOD. AND we ask your forgiveness for our being seduced by "foreign gods" (things of this world since we are children of the KINGDOM OF GOD) and THANK YOU SO MUCH FOR YOUR GRACE!!!!!!!! !

Subject: "Site Lease and PSA form".

Body:
Terry, Attached is a PSA form we have used before with the perspective of Enron as buyer. Probably a little more detailed than we need for this one since the facilities are only estimated at $200,000. Kennedy Oil is Seller and Enron Midstream Services, L.L.C. is Buyer. Some further detail on the site lease agreement: CounterParty is Black Hills Trucking, Inc Initial 1 year term, then month to month up to 2 years total Fee $800/month Black Hill will provide phone and electricity service hookup and Enron to reimburse Enron will directly pay phone and electricity bills Area is approximately 250 ft. X 400 ft. and is fenced off separately Include is existing 40 ft. X 40 ft. building on site. Enron reserve right to install any other building reasonably necessary for site to function as an equipment laydown yard Enron reserve right to install septic system for bathroom in buildings used by Enron Enron needs access at all times through Black Hills front gate to get to site. Enron will remove all equipment and buildings (except existing) upon termination.