Enron Noncompetition Agreement; Important Notice

At the request of Jim Derrick, attached is a Memorandum from Mr. Derrick to
all Enron Attorneys outlining the obligations of Enron Corp., Enron Energy
Services, LLC and their respective controlled affiliates under a
Noncompetition Agreement that was recently executed. Also attached is an
Executive Summary of the Agreement and an electronic version of the Agreement
as executed. Please also circulate this Memorandum to any attorneys in your
respective business units if they are not on this distribution.

Please note that the Noncompetition Agreement and the transactions underlying
same are highly confidential and have not been publicly announced.
Therefore, please treat same with strict confidence.

The attachments are also being distributed to the Enron Corporate Development
Group and members of the Enron Executive Committee.

Robert