Proposed Enron Corp. Resolutions

Rebecca:

In connection with the upcoming Enron Corp. Board Meeting, we have prepared proposed resolutions authorizing the opening of brokerage accounts on behalf of Enron Corp. The current resolutions are outdated because certain of the offices no longer exist or have changed. In addition, Gary Hickerson's group typically goes to Andy Fastow when documents need to be signed or written or oral instructions need to be given to brokers to authorize the transfer of funds from Enron Corp.'s brokerage account(s), in particular the account at Morgan Stanley. Andy's title has changed and he has also asked that Ben Glisan and Tim DeSpain be authorized to sign documents and to give instructions in connection with these brokerage accounts.

The attached resolutions have been drafted using the December 13, 1994 resolutions authorizing the opening of brokerage accounts, with the exception of the deletion of non-existing offices, change in officer titles and the addition of Ben Glisan and Tim DeSpain. I am attaching a copy of the certificate we sent to Morgan Stanley in connection with the opening of the account for Enron Corp. certifying the December 13, 1994 resolutions.

Thanks for your assistance and, please let us know if you have any questions or need any additional documentation.

Marie
x33907