Are you hanging in there?

Jeff:

I realize that there is nothing anyone can say right now that can improve t=
he situation, but I can only imagine what you have been through the past fe=
w weeks as the Company virtually went into a financial free fall. While I =
think the Dynegy deal was the only real alternative that we had to work wit=
h under the exigent circumstances at hand, I can imagine how painful this w=
hole thing must be for you in light of your longevity with the Company and =
everything you have built there from a professional standpoint. It almost =
has seemed surreal each day watching the Company's financial condition dete=
riorate so suddenly; as I watched everyday's new developments, I kept refle=
cting on the fact that it was only a bit more than a month ago that you and=
I were speaking with one another at the EWS Legal Conference with virtuall=
y no hint of what was to come. Although we have not worked directly togeth=
er much over the past few years, I feel like I know you pretty well "throug=
h" all of the many EWS lawyers that I work with and frequently "bumping" in=
to you in the hallways "on 38". It always has been fairly apparent to me h=
ow much effort, thought and sweat equity you have put into EWS and the EWS =
legal group and I have always considered you one of the pillars of the EWS =
legal group. From my standpoint as well, in light of the extensive working=
relationship I have been fortunate to have with Enron and many of its lawy=
ers over the past 6-7 years, it has been very hard to witness the Company's=
difficulties and the relentless barrage of negative news and publicity eve=
ryday in the Wall Street Journal and the New York Times, particularly since=
I know that virtually everyone I have worked with at the Company is of the=
highest caliber, character and integrity. To see the Company tarnished h=
as been vry tough to watch. Although it may be hard to see it right now, l=
et's hope that some good comes out of this incredibly difficult situation a=
nd that the integration with Dynegy goes well. I would think that your ski=
ll set would be valued highly by Dynegy, particularly in light of its heavy=
focus on gas and power trading. Hang in there, Jeff. Perhaps the next ti=
me I am in town, we could catch up for lunch again.

Best regards.

John

=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=
=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=
=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=
=3D=3D=3D
This e-mail, including attachments, contains information that is confidenti=
al and may be protected by the attorney/client or other privileges. This e=
-mail, including attachments, constitutes non-public information intended t=
o be conveyed only to the designated recipient(s). If you are not an inten=
ded recipient, please delete this e-mail, including attachments, and notify=
me. The unauthorized use, dissemination, distribution or reproduction of =
this e-mail, including attachments, is prohibited and may be unlawful.

=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=
=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=
=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=3D=
=3D=3D=3D