Memo Re Legal Department

Jim:

Per our conversations, I propose the following additions to your draft memo:

Global Trading -- All lawyers providing legal services for trading
activities (anywhere in the world) will continue to be consolidated into one
group reporting to Mark Haedicke.

Legal Risk Books -- Mark will undertake an Enron-wide long term project to
categorize legal risks into standardized risk "books". To that end, Mark
will form a team to work closely with each General Counsel or her/his
designee regarding the significant legal risks in each subsidiary company.
The goal will be to help us better understand our legal risks on a
consolidated basis and to provide additional tools to manage our legal risks
day to day. It is anticipated that a consolidated monthly legal risk report
will be prepared for Enron.