Final resolutions adopted by Board on October 8, 2000

Here's the format which I understand is being signed. You'll need this for
Enron Corp. masters. Sara
----- Forwarded by Sara Shackleton/HOU/ECT on 10/27/2000 08:33 AM -----

Jim Armogida@ENRON
10/26/2000 01:51 PM

To: Clint Freeland/Corp/Enron@Enron, Sara Shackleton/HOU/ECT@ECT
cc: Rex Rogers/Corp/Enron@Enron
Subject: Final resolutions adopted by Board on October 8, 2000

Attached are the resolutions relating to Derivatives adopted by the Board of
Directors on October 8, 2000. Rex has reviewed them and his only comment is
that Global Finance needs to remember that 20 million shares are reserved for
issuance, and we would need to go back to the Board for approval before
issing any more than that.