Annual Election of EOTT Directors and Committees

EOTT's bylaws currently require that we have a Chairman of the Board. As a
result of amendments to the bylaws that were made in 1994, the duties of the
Chairman of the Board are quite limited. The bylaws provide that "the
Chairman of the Board shall preside at all meetings of the stockholders and
of the Board of Directors. The Chairman of the Board shall act as a liaison
between the officers of the Corporation and the Board of Directors."

Steve Duffy
05/05/2000 10:59 AM

To: Michael Burke/Houston/Eott@Eott
cc: Stanley Horton/Corp/Enron@Enron, Walt Zimmerman/Houston/Eott@Eott
Subject: Re: Annual Election of EOTT Directors and Committees

Ted Gaylord has advised that he no longer wishes to serve as Board Chairman,
although he does intend to remain on the Board. There appear to be no other
changes. Suggest the four of us discuss the " Board Chairman" situation as
soon as possible. I have a call into Baird to explore (1) whether we need a
Board Chairman per se, and (2) whether there will be any "disclosure" issues
around Ted stepping down as Board Chairman. SWD

Michael Burke
05/05/2000 09:14 AM

To: Walt Zimmerman/Houston/Eott@Eott
cc: Stanley Horton/Corp/Enron@Enron, Steve Duffy/Houston/Eott@Eott
Subject: Re: Annual Election of EOTT Directors and Committees

Walt, I am not aware of any Board changes being considered but you should
call Stan and Ted to see if they have any suggestions.
I would like to see a draft today.

Walt Zimmerman
05/04/00 06:49 PM

To: Michael Burke/Houston/Eott@Eott
cc: Stanley Horton/Corp/Enron@Enron, Steve Duffy/Houston/Eott@Eott
Subject: Annual Election of EOTT Directors and Committees

Prior to the distribution of materials for the May 15 EOTT Board of Directors
meeting, the sole shareholder (Enron Liquids Holding Corp.) needs to reelect
EOTT's Board of Directors. This will be accomplished by a written consent
that will be executed on behalf of Enron Liquids Holding Corp.

Also, at the May 15 meeting, EOTT's directors will elect the members of the
Audit Committee and the Compensation Committee for the next year.

Are you aware of any changes to the EOTT Board, the Audit Committee, or the
Compensation Committee? In some past years, Ted Gaylord has polled the
outside directors to ensure that they intended to continue their service on
EOTT's Board and committees. If you would like, I will ask Ted to poll the
outside directors again this year as to their intentions for continued
service.

Also, we need to start preparing an agenda for the May 15 meeting. If you
would like, I will forward to you tomorrow a draft agenda that is based on
last year's "annual meeting" agenda.

Please let me know your thoughts on these matters. Thanks.